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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 4, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FIRST UNION CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
NORTH CAROLINA 56-0898180
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
</TABLE>
ONE FIRST UNION CENTER
CHARLOTTE, NORTH CAROLINA 28288-0013
(704) 374-6565
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
ROSS E. JEFFRIES, JR., ESQ.
SENIOR VICE PRESIDENT AND ASSISTANT GENERAL COUNSEL
FIRST UNION CORPORATION
ONE FIRST UNION CENTER
CHARLOTTE, NORTH CAROLINA 28288-0630
(704) 374-6611
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time, and such time or times as may be determined by the selling stockholders
after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery for the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED(1) REGISTERED(1) PER UNIT OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock (including rights to
purchase shares of Common Stock or
junior participating Class A Preferred
Stock)................................. 1,186,689 shs. $32.3125 (2) $38,344,888 (2) $10,124 (2)
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(1) This Registration Statement relates to the resale of 1,186,689 shares of
Common Stock of the Registrant ("Common Stock") received by certain persons
in connection with the acquisition described in the Prospectus.
(2) Pursuant to Rule 457(c), the registration fee is based on the average of the
high and low prices per share of Common Stock on the New York Stock Exchange
Composite Transactions Tape on October 2, 2000 ($32.3125).
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
(FIRST UNION LOGO)
ONE FIRST UNION CENTER
301 SOUTH COLLEGE STREET
CHARLOTTE, NORTH CAROLINA 28288
(704) 374-6565
FIRST UNION CORPORATION
1,186,689 SHARES OF
COMMON STOCK
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The stockholders in the table included in the "Selling Stockholders"
section of this prospectus, which begins on page 8, are offering all of the
shares of our common stock covered by this prospectus.
The selling stockholders will sell their shares as described in the "Plan
of Distribution" section, which begins on page 8. We will not receive any of the
proceeds from the sale of the shares by the selling stockholders.
Our common stock is listed and traded on the New York Stock Exchange under
the symbol "FTU". On , 2000, the closing price per share of our common
stock on the NYSE was $ .
These securities have not been approved or disapproved by the SEC, any
state securities commission or the Commissioner of Insurance of the state of
North Carolina nor have these organizations determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
These securities will be our equity securities or our unsecured obligations
and will not be savings accounts, deposits or other obligations of any bank or
non-bank subsidiary of ours and are not insured by the Federal Deposit Insurance
Corporation, the Bank Insurance Fund or any other governmental agency.
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THIS PROSPECTUS IS DATED , 2000
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TABLE OF CONTENTS
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PAGE
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About This Prospectus....................................... 1
Where You Can Find More Information......................... 2
Forward-Looking Statements.................................. 3
First Union Corporation..................................... 3
Use of Proceeds............................................. 4
Regulatory Considerations................................... 4
Description of Common Stock................................. 5
Selling Stockholders........................................ 8
Plan of Distribution........................................ 8
Validity of Securities...................................... 9
Experts..................................................... 10
</TABLE>
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ABOUT THIS PROSPECTUS
This document is called a prospectus and is part of a registration
statement that we filed with the SEC relating to the shares of our common stock
offered. This prospectus does not include all of the information in the
registration statement and provides you with a general description of the
securities offered. The registration statement containing this prospectus,
including exhibits to the registration statement, provides additional
information about us and the securities offered. The registration statement can
be read at the SEC web site or at the SEC offices mentioned under the heading
"Where You Can Find More Information".
When acquiring any securities discussed in this prospectus, you should rely
only on the information provided in this prospectus, including the information
incorporated by reference. Neither we nor any selling stockholders or
underwriters have authorized anyone to provide you with different information.
We are not offering the securities in any state where the offer is prohibited.
You should not assume that the information in this prospectus or any document
incorporated by reference is truthful or complete at any date other than the
date mentioned on the cover page of these documents.
The selling stockholders may be deemed "underwriters" within the meaning of
the Securities Act of 1933. One or more of our subsidiaries, including First
Union Securities, Inc., may buy and sell any of the securities after the
securities are issued as part of their business as a broker-dealer. Those
subsidiaries may use this prospectus in those transactions. Any sale by a
subsidiary will be made at the prevailing market price at the time of sale.
Unless otherwise mentioned or unless the context requires otherwise, all
references in this prospectus to "we", "us", "our", or similar references mean
First Union Corporation and its subsidiaries.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. In addition, our SEC filings are available to the
public at the SEC's web site at http://www.sec.gov. You can also inspect
reports, proxy statements and other information about us at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York.
The SEC allows us to "incorporate by reference" into this prospectus the
information in documents we file with it. This means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus and should be read with the same care. When we update the information
contained in documents that have been incorporated by reference by making future
filings with the SEC the information incorporated by reference in this
prospectus is considered to be automatically updated and superseded. In other
words, in the case of a conflict or inconsistency between information contained
in this prospectus and information incorporated by reference into this
prospectus, you should rely on the information contained in the document that
was filed later. We incorporate by reference the documents listed below and any
documents we file with the SEC in the future under Section 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934 until our offering is completed:
- Annual Report on Form 10-K for the year ended December 31, 1999
- Quarterly Reports on Form 10-Q for the periods ended March 31, 2000
and June 30, 2000, and
- Current Reports on Form 8-K dated March 10, 2000, June 26, 2000, and
July 7, 2000.
You may request a copy of these filings, other than an exhibit to a filing
unless that exhibit is specifically incorporated by reference into that filing,
at no cost, by writing to or telephoning us at the following address:
Corporate Relations
First Union Corporation
One First Union Center
301 South College Street
Charlotte, North Carolina 28288-0206
(704) 374-6782
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FORWARD-LOOKING STATEMENTS
This prospectus contains or incorporates statements that are
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. These statements can be identified by
the use of forward-looking language such as "will likely result", "may", "are
expected to", "is anticipated", "estimate", "projected", "intends to", or other
similar words. Our actual results, performance or achievements could be
significantly different from the results expressed in or implied by these
forward-looking statements. These statements are subject to certain risks and
uncertainties, including but not limited to certain risks described in this
prospectus or the documents incorporated by reference. When considering these
forward-looking statements, you should keep in mind these risks, uncertainties
and other cautionary statements made in this prospectus. You should not place
undue reliance on any forward-looking statement, which speaks only as of the
date made. You should refer to our periodic and current reports filed with the
SEC for specific risks which could cause actual results to be significantly
different from those expressed or implied by these forward-looking statements.
FIRST UNION CORPORATION
First Union was incorporated under the laws of North Carolina in 1967. We
are registered as a financial holding company and a bank holding company under
the Bank Holding Company Act of 1956, as amended, and are supervised and
regulated by the Board of Governors of the Federal Reserve System. Our banking
and securities subsidiaries are supervised and regulated by various federal and
state banking and securities regulatory authorities.
In addition to North Carolina, First Union's full-service banking
subsidiaries operate in Connecticut, Delaware, Florida, Georgia, Maryland, New
Jersey, New York, Pennsylvania, South Carolina, Virginia and Washington, D.C.
These full-service banking subsidiaries provide a wide range of commercial and
retail banking and trust services. First Union also provides various other
financial services, including mortgage banking, home equity lending, leasing,
investment banking, insurance and securities brokerage services through other
subsidiaries.
In 1985, the Supreme Court upheld regional interstate banking legislation.
Since then, First Union has concentrated its efforts on building a large
regional banking organization in what it perceives to be some of the better
banking markets in the eastern United States. Since November 1985, First Union
has completed over 80 banking-related acquisitions.
First Union continually evaluates its business operations and
organizational structures. Therefore, we routinely explore acquisition
opportunities and frequently conduct due diligence activities in connection with
possible acquisitions. As a result, acquisition discussions and, in some cases,
negotiations frequently take place, and future acquisitions involving cash, debt
or equity securities can be expected. When consistent with our overall business
strategy, we also consider the potential disposition of certain of our assets,
branches, subsidiaries or lines of business.
First Union is a separate and distinct legal entity from our banking and
other subsidiaries. Dividends received from our subsidiaries are our principal
source of funds to pay dividends on our common and preferred stock and debt
service on our debt. Various federal and state statutes and regulations limit
the amount of dividends that our banking and other subsidiaries may pay to us
without regulatory approval.
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USE OF PROCEEDS
The shares of our common stock offered under this prospectus are for the
account of the selling stockholders. We will not receive any proceeds from any
sales of the shares by the selling stockholders.
REGULATORY CONSIDERATIONS
As a financial holding company and a bank holding company under the Bank
Holding Company Act, the Federal Reserve Board regulates, supervises and
examines First Union. For a discussion of the material elements of the
regulatory framework applicable to financial holding companies, bank holding
companies and their subsidiaries and specific information relevant to First
Union, please refer to First Union's annual report on Form 10-K for the fiscal
year ended December 31, 1999, quarterly reports on Form 10-Q for the periods
ended March 31, 2000 and June 30, 2000, and any subsequent reports we file with
the SEC, which are incorporated by reference in this prospectus. This regulatory
framework is intended primarily for the protection of depositors and the federal
deposit insurance funds and not for the protection of security holders. As a
result of this regulatory framework, First Union's earnings are affected by
actions of the Federal Reserve Board, the Office of Comptroller of the Currency,
that regulates our banking subsidiaries, the Federal Deposit Insurance
Corporation, that insures the deposits of our banking subsidiaries within
certain limits, and the SEC, that regulates the activities of certain
subsidiaries engaged in the securities business.
First Union's earnings are also affected by general economic conditions,
our management policies and legislative action.
In addition, there are numerous governmental requirements and regulations
that affect our business activities. A change in applicable statutes,
regulations or regulatory policy may have a material effect on First Union's
business.
Depository institutions, like First Union's bank subsidiaries, are also
affected by various federal laws, including those relating to consumer
protection and similar matters. First Union also has other financial services
subsidiaries regulated, supervised and examined by the Federal Reserve Board, as
well as other relevant state and federal regulatory agencies and self-regulatory
organizations. First Union's non-bank subsidiaries may be subject to other laws
and regulations of the federal government or the various states in which they
are authorized to do business.
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DESCRIPTION OF COMMON STOCK
The following information outlines some of the provisions in First Union's
articles of incorporation, bylaws and the North Carolina Business Corporation
Act (the "NCBC Act"). This information is qualified in all respects by reference
to the provisions of First Union's articles, bylaws and the NCBC Act.
AUTHORIZED COMMON STOCK
First Union's authorized common stock consists of 2,000,000,000 shares of
common stock, par value $3.33 1/3 per share. On August 31, 2000, 985,646,132
shares of common stock were issued and outstanding. First Union's common stock
is listed on the New York Stock Exchange under the symbol "FTU".
GENERAL
Subject to the prior rights of any First Union preferred stockholder, Class
A preferred stockholder and depositary shareholder then outstanding, common
stockholders are entitled to receive such dividends as First Union's board of
directors may declare. In the event of liquidation or dissolution, common
stockholders are entitled to receive First Union's net assets remaining after
paying all liabilities and after paying all preferred stockholders, Class A
preferred stockholders and depositary shareholders the full preferential amounts
to which those holders are entitled.
Under an indenture between First Union and Wilmington Trust Company, as
trustee, First Union agreed not to pay any dividends on, or acquire or make a
liquidation payment relating to, any of First Union's common stock, preferred
stock and Class A preferred stock, if, at that time, there is a default under
the indenture or a related First Union guarantee or First Union has deferred
interest payments on the securities issued under the indenture.
Subject to the prior rights of any preferred stockholders, Class A
preferred stockholders and depositary shareholders, common stockholders have all
voting rights, each share being entitled to one vote on all matters requiring
stockholder action and in electing directors. Common stockholders have no
preemptive, subscription or conversion rights. All of the outstanding shares of
common stock are, and any common stock issued and sold hereunder will be, fully
paid and nonassessable.
First Union National Bank is the transfer agent, registrar and dividend
disbursement agent for the common stock.
RIGHTS PLAN
Under an Amended and Restated Shareholder Protection Rights Agreement, each
outstanding common stock share has a right attached to it. This right remains
attached unless a separation time occurs. At separation time, common
stockholders will receive separate certificates for these rights. Each right
entitles its owner to purchase at separation time one one-hundredth of a share
of a junior participating series of Class A preferred stock for $105. This
series of Class A preferred stock would have economic and voting terms similar
to those of one common stock share. Separation time would generally occur at the
earlier of the following two dates:
- the tenth business day after any person
- commences a tender or exchange offer that entitles that person to 15% or
more of First Union's outstanding common stock or
- is determined by the Federal Reserve Board to "control" First Union
or
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- the tenth business day after First Union publicly announces that a person
- has commenced a tender or exchange offer that entitles that person to
15% or more of First Union's outstanding common stock or
- is determined by the Federal Reserve Board to "control" First Union.
These rights will not trade separately from the shares of common stock
until separation time occurs, and may be exercised on the business day
immediately after the separation time. The rights will expire at the earliest
of:
- the date on which First Union's board of directors elects to exchange the
rights for First Union common stock shares as described below
- the close of business on December 28, 2000 or
- the date on which the rights are terminated or redeemed as described
below.
In addition, separation time will not occur even though a person is
determined by the Federal Reserve Board to "control" First Union if either
- the determination is based on that person's failure to make commitments
to the Federal Reserve Board that he owns shares "passively", or he makes
such commitments and then violates them, and the Federal Reserve Board in
each case determines within up to 60 days that this person no longer
"controls" First Union or
- the Federal Reserve Board's determination is not based on that person's
commitment, or violation of a commitment, and that person
- obtains a "non-control" determination from the Federal Reserve Board
within three years and
- is using its best efforts to allow First Union to make acquisitions or
engage in any lawful activity even though that person is believed to
"control" First Union.
Once First Union publicly announces that a person has acquired 15% of First
Union's outstanding common stock or the Federal Reserve Board has determined
that a person has gained "control" of First Union, First Union can allow for
rights holders to buy our common stock for half of its market value. For
example, First Union would sell to each rights holder common stock shares worth
$200 for $100 in cash. At the same time, any rights held by the 15% owner or
"control" person or any of his affiliates, associates or transferees will be
void.
In the alternative, First Union's board of directors may elect to exchange
all of the then outstanding rights for shares of common stock at an exchange
ratio of two common stock shares for one right. Upon election of this exchange,
a right will no longer be exercisable and will only represent a right to receive
two common stock shares.
If First Union is required to issue common stock shares upon the exercise
of rights, or in exchange for rights, it may substitute shares of junior
participating Class A preferred stock. The substitution will be at a rate of two
one-hundredths of a share of junior participating Class A preferred stock for
each right exchanged.
The rights may be terminated without any payment to holders before their
exercise date and First Union may redeem them at $0.01 per right. The rights
have no voting rights and are not entitled to dividends.
The rights will not prevent a takeover of First Union. The rights, however,
may cause substantial dilution to a person or group that acquires 15% or more of
common stock (or that acquires "control" of First Union as described above)
unless First Union's board first redeems or terminates the rights. Nevertheless,
the rights should not interfere with a transaction that is in First Union's and
its stockholders'
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best interests because the rights can be redeemed or terminated by the board
before that transaction is completed.
The complete terms of the rights are contained in the Amended and Restated
Shareholder Protection Rights Agreement. This agreement is incorporated by
reference as an exhibit to the registration statement of which this prospectus
is a part, and the description above is qualified entirely by that document. A
copy of this agreement can be obtained upon written request to First Union
National Bank, 1525 West W.T. Harris Blvd., Charlotte, North Carolina
28288-1153.
OTHER PROVISIONS
First Union's articles and bylaws contain various provisions which may
discourage or delay attempts to gain control of First Union. First Union's
articles include provisions
- classifying the board of directors into three classes, each class to
serve for three years, with one class elected annually
- authorizing the board of directors to fix the size of the board between
nine and 30 directors
- authorizing directors to fill vacancies on the board occurring between
annual stockholder meetings, except that vacancies resulting from a
director's removal by a stockholder vote may only be filled by a
stockholder vote
- providing that directors may be removed only for a valid reason and only
by majority vote of shares entitled to vote in electing directors, voting
as a single class
- authorizing only the board of directors, First Union's Chairman or
President to call a special meeting of stockholders, except for special
meetings called under special circumstances for classes or series of
stock ranking superior to common stock and
- requiring an 80% stockholder vote by holders entitled to vote in electing
directors, voting as a single class, to alter any of the above
provisions.
First Union's bylaws include specific conditions under which business may
be transacted at annual stockholders' meetings, and persons may be nominated for
election as First Union directors at annual stockholders' meetings.
The Change in Bank Control Act prohibits a person or group of persons from
acquiring "control" of a bank holding company unless
- the Federal Reserve Board has been given 60 days' prior written notice of
the proposed acquisition and
- within that time period, the Federal Reserve Board has not issued a
notice disapproving the proposed acquisition or extending for up to
another 30 days the period during which such a disapproval may be issued
or unless the acquisition otherwise requires Federal Reserve Board approval. An
acquisition may be made before expiration of the disapproval period if the
Federal Reserve Board issues written notice that it intends not to disapprove
the action. It is generally assumed that the acquisition of more than 10% of a
class of voting stock of a bank holding company with publicly held securities,
such as First Union, would constitute the acquisition of control.
In addition, any "company" would be required to obtain Federal Reserve
Board approval before acquiring 25% or more of the outstanding common stock of
First Union. If the acquiror is a bank holding company, this approval is
required before acquiring 5% of the outstanding stock. Obtaining "control" over
First Union would also require Federal Reserve Board prior approval. "Control"
generally means
- the ownership or control of 25% or more of a bank holding company voting
securities class,
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- the ability to elect a majority of the bank holding company's directors,
or
- the ability otherwise to exercise a controlling influence over the bank
holding company's management and policies.
Two North Carolina shareholder protection statutes adopted in 1987, The
North Carolina Shareholder Protection Act and The North Carolina Control Share
Acquisition Act, allowed North Carolina corporations to elect to either be
covered or not be covered by these statutes. First Union elected not to be
covered by these statutes.
In addition, in certain instances the ability of First Union's board to
issue authorized but unissued shares of common stock, preferred stock or Class A
preferred stock may have an anti-takeover effect.
Existence of the above provisions could result in First Union being less
attractive to a potential acquiror, or result in First Union stockholders
receiving less for their shares of common stock than otherwise might be
available if there is a takeover attempt.
SELLING STOCKHOLDERS
The common stock offered under this prospectus is being offered for the
account of the selling stockholders of First Union named below. Each of the
selling stockholders may offer common stock in separate transactions or in a
single transaction. The common stock was issued by First Union to the selling
stockholders in connection with the acquisition of The Tribus Companies, Inc.
("Tribus") by First Union on August 31, 2000.
The selling stockholders are Donald Tribus, William Bittner, Howard
Maltzman, Robert Musto, Jeffrey Schwarzwaelder, John Petillo, Spectrum Insurance
Group, Inc. ("Spectrum"), and Laura Tribus Hingle and Barry R. Mandelbaum, Esq.,
as Trustees U/T/A dated April 27, 1995, by Donald M. Tribus, as Grantor (the
"Tribus Trust"), none of whom, either individually or as a group, owns more than
one percent of the outstanding shares of common stock. The selling stockholders
(other than Spectrum and the Tribus Trust) were employees of Tribus at the time
the acquisition was completed and held various positions as officers and/or
directors of Tribus at that time (the principals of Spectrum were employees of
Tribus at that time) and those persons became employees of First Union following
the acquisition. In connection with the acquisition, each of Messrs. Tribus,
Bittner, Maltzman, Musto and Petillo entered into employment agreements with
First Union that became effective on August 31, 2000.
Because the selling stockholders may sell all or a portion of the common
stock offered pursuant to this prospectus, the number of shares of common stock
that will be owned by each selling stockholder upon termination of this offering
cannot be determined.
PLAN OF DISTRIBUTION
Any or all of the shares of our common stock offered under this prospectus
may be sold from time to time by the selling stockholders, or by pledgees,
donees, transferees or other successors in interest. The selling stockholders
may sell their shares in transactions through the NYSE, or such other national
securities exchange or automated interdealer quotation system on which shares of
common stock are then listed, in negotiated transactions, or by a combination of
those methods of sale. The shares of our common stock offered under this
prospectus may be offered at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to the prevailing market
prices, or at negotiated prices. Prices will be determined by the selling
stockholders or by agreement between the selling stockholders and its
underwriter, broker-dealer or agent. The selling stockholders may sell their
shares directly to purchasers or through underwriters, agents or broker-dealers
by one or more of the following:
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers
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- purchases by a broker or dealer as principal and resale by such broker or
dealer for their account pursuant to this prospectus
- a block trade in which the broker or dealer attempts to sell the shares
as agent, but may position and resell a portion of the block as principal
to facilitate the transaction
- an exchange distribution following the rules of the exchange or automated
interdealer quotation system which lists the shares and
- through the options written on the shares.
Underwriters, agents or broker-dealers, including broker-dealer
subsidiaries of First Union, may receive compensation in the form of discounts,
concessions or commissions from the selling stockholders and/or the purchasers
of the shares for acting as agents for selling as principals, or both. The
compensation paid by the selling stockholders to an underwriter, agent or
particular broker-dealer will be negotiated before the sale and may exceed
customary compensation. The terms and conditions of an offer of shares will be
included in a supplement to this prospectus at the time of the offer, if
required by applicable law. In addition, any shares covered by this prospectus
which qualify for sale under Rule 144 under the Securities Act of 1933 may be
sold under Rule 144 rather than under this prospectus.
In connection with distributing the shares being sold under this
prospectus, the selling stockholders may enter hedging transactions with
broker-dealers, including broker-dealer subsidiaries of First Union. In
connection with these transactions, broker-dealers may engage in short sales of
the shares in the course of hedging the positions they assume with the selling
stockholders. The selling stockholders may also sell the shares short and
redeliver the shares to close out the short positions. The selling stockholders
may also enter into option or other transactions with broker-dealers which
require delivery to the broker-dealer of the shares. The selling stockholders
may also loan or pledge the shares to a broker-dealer, and the broker-dealer may
sell the loaned shares, or upon a default the broker-dealer may effect sales of
the pledged shares. Additionally, the selling stockholders may from time to time
enter into other types of hedging transactions.
In addition, the selling stockholders and any underwriter, broker-dealer or
agent that participates in the distribution of the shares of our common stock
may be deemed to be an underwriter under the Securities Act of 1933, and any
profit on the sale of shares of our common stock and any discount, concession,
or commission received by any of such underwriter, broker-dealer or agent, may
be characterized as underwriting discounts and commissions under the Securities
Act of 1933.
First Union will not receive any part of the proceeds from the sale of the
shares offered. The selling stockholders will pay all applicable stock transfer
taxes, brokerage commissions, underwriting discounts or commissions and the fees
of the selling stockholders' counsel, and First Union will bear all other
expenses in connection with the offering and sale of the shares, including
filing fees, legal and accounting fees and expenses, printing costs and other
expenses arising out of the preparation and filing of the registration statement
and this prospectus.
In order to comply with securities laws in certain jurisdictions, the
shares offered will be offered or sold in those jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain jurisdictions
the shares offered may not be offered or sold unless they have been registered
or qualified for sale in those jurisdictions or an exemption from registration
or qualification is available and is complied with.
VALIDITY OF SECURITIES
The validity of the common stock offered will be passed upon for First
Union by Ross E. Jeffries, Jr., Esq., Senior Vice President and Assistant
General Counsel of First Union. Mr. Jeffries owns shares of common stock and
holds options to purchase additional shares of common stock.
9
<PAGE> 13
EXPERTS
The consolidated balance sheets of First Union as of December 31, 1999 and
1998, 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, 1999, included in First Union's 1999 Annual Report to
Stockholders which is incorporated by reference in First Union's 1999 Annual
Report on Form 10-K and incorporated by reference herein, have been incorporated
by reference herein in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
10
<PAGE> 14
------------------------------------------------------------
------------------------------------------------------------
NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY FIRST UNION, BY THE SELLING STOCKHOLDERS OR BY ANY UNDERWRITER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES
OR AN OFFER TO, OR A SOLICITATION OF, ANY PERSON IN ANY JURISDICTION WHERE SUCH
AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION CONTAINED IN THIS REGISTRATION STATEMENT IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
About This Prospectus...................... 1
Where You Can Find More Information........ 2
Forward-Looking Statements................. 3
First Union Corporation.................... 3
Use of Proceeds............................ 4
Regulatory Considerations.................. 4
Description of Common Stock................ 5
Selling Stockholders....................... 8
Plan of Distribution....................... 8
Validity of Securities..................... 9
Experts.................................... 10
</TABLE>
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
(FIRST UNION LOGO)
1,186,689 SHARES
FIRST UNION CORPORATION
COMMON STOCK
------------------------------------------------------------
------------------------------------------------------------
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth an itemization of all estimated expenses in
connection with the issuance and distribution of the securities being
registered, none of which are payable by the selling stockholders:
<TABLE>
<S> <C>
Registration Statement filing fee........................... $10,124
Legal fees and expenses..................................... 10,000
Accounting fees and expenses................................ 12,000
Printing costs.............................................. 10,000
Miscellaneous............................................... 7,876
-------
Total............................................. $50,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 55-8-50 through 55-8-58 of the NCBC 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 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 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.
First Union's Bylaws provide for the indemnification of First Union's
directors and executive officers by First Union 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 First Union.
First Union's Articles provide for the elimination of the personal
liability of each director of First Union to the fullest extent permitted by the
provisions of the NCBC Act, as the same may from time to time be in effect.
First Union maintains directors' and officers' liability insurance, which
provides, in general, insurance to (i) First Union's directors and officers
against loss by reason of any of their wrongful acts, and/or (ii) First Union
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.
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<PAGE> 16
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <C> <S>
(3)(a) -- Restated Articles of Incorporation of First Union, as
amended. (Incorporated by reference to Exhibit (4) to First
Union's 1998 Third Quarter Report on Form 10-Q.)
(3)(b) -- By-laws of First Union, as amended. (Incorporated by
reference to Exhibit (3)(b) to First Union's 1995 Annual
Report on Form 10-K.)
(4)(a) -- Amended and Restated Shareholder Protection Rights
Agreement. (Incorporated by reference to Exhibit (4) to
First Union'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 First Union 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 Ross E. Jeffries, Jr., Esq.
(23)(a) -- Consent of KPMG LLP.
(23)(b) -- Consent of Ross E. Jeffries, Jr., Esq. (Included in Exhibit
(5).)
(24) -- Power of Attorney.
(27) -- First Union's Financial Data Schedule (for SEC use only).
(Incorporated by reference to Exhibit (27) to First Union's
2000 Second Quarter Report on Form 10-Q.)
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, 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, and together with the rules and
regulations thereunder, the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this 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 this registration statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement;
provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above 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, and together with the rules and
regulations thereunder, the "Securities Exchange Act") that are incorporated by
reference in this 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 herein, 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.
(b) The 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
II-2
<PAGE> 17
the Securities Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
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.
(c) 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 (other than
pursuant to insurance), the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and may therefore, be 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 and other than insurance payments) 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.
II-3
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on October
4, 2000.
FIRST UNION CORPORATION
By: /s/ MARK C. TREANOR
------------------------------------
Mark C. Treanor
Executive Vice President,
Secretary and General Counsel
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-3 has been signed by the following persons in the capacities
and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
/s/ EDWARD E. CRUTCHFIELD* Chairman and Director
---------------------------------------------------
Edward E. Crutchfield
/s/ G. KENNEDY THOMPSON* President, Chief Executive Officer and Director
---------------------------------------------------
G. Kennedy Thompson
/s/ ROBERT T. ATWOOD* Executive Vice President and Chief Financial
--------------------------------------------------- Officer
Robert T. Atwood
/s/ JAMES H. HATCH* Senior Vice President and Corporate Controller
--------------------------------------------------- (Principal Accounting Officer)
James H. Hatch
/s/ EDWARD E. BARR* Director
---------------------------------------------------
Edward E. Barr
/s/ G. ALEX BERNHARDT* Director
---------------------------------------------------
G. Alex Bernhardt
/s/ ERSKINE B. BOWLES* Director
---------------------------------------------------
Erskine B. Bowles
/s/ W. WALDO BRADLEY* Director
---------------------------------------------------
W. Waldo Bradley
/s/ ROBERT J. BROWN* Director
---------------------------------------------------
Robert J. Brown
/s/ A. DANO DAVIS* Director
---------------------------------------------------
A. Dano Davis
</TABLE>
II-4
<PAGE> 19
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
/s/ NORWOOD H. DAVIS, JR.* Director
---------------------------------------------------
Norwood H. Davis, Jr.
/s/ B. F. DOLAN* Director
---------------------------------------------------
B. F. Dolan
/s/ RODDEY DOWD, SR.* Director
---------------------------------------------------
Roddey Dowd, Sr.
/s/ WILLIAM H. GOODWIN, JR.* Director
---------------------------------------------------
William H. Goodwin, Jr.
/s/ FRANK M. HENRY* Director
---------------------------------------------------
Frank M. Henry
/s/ ERNEST E. JONES* Director
---------------------------------------------------
Ernest E. Jones
/s/ HERBERT LOTMAN* Director
---------------------------------------------------
Herbert Lotman
/s/ RADFORD D. LOVETT* Director
---------------------------------------------------
Radford D. Lovett
/s/ MACKEY J. MCDONALD* Director
---------------------------------------------------
Mackey J. McDonald
/s/ PATRICIA A. MCFATE* Director
---------------------------------------------------
Patricia A. McFate
/s/ JOSEPH NEUBAUER* Director
---------------------------------------------------
Joseph Neubauer
/s/ JAMES M. SEABROOK* Director
---------------------------------------------------
James M. Seabrook
/s/ RUTH G. SHAW* Director
---------------------------------------------------
Ruth G. Shaw
/s/ LANTY L. SMITH* Director
---------------------------------------------------
Lanty L. Smith
*By: /s/ MARK C. TREANOR
---------------------------------------------
Mark C. Treanor
Attorney-in-Fact
</TABLE>
Dated: October 4, 2000
II-5
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <C> <S>
(3)(a) -- Restated Articles of Incorporation of First Union, as
amended. (Incorporated by reference to Exhibit (4) to First
Union's 1998 Third Quarter Report on Form 10-Q.)
(3)(b) -- By-laws of First Union, as amended. (Incorporated by
reference to Exhibit (3)(b) to First Union's 1995 Annual
Report on Form 10-K.)
(4)(a) -- Amended and Restated Shareholder Protection Rights
Agreement. (Incorporated by reference to Exhibit (4) to
First Union'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 First Union 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 Ross E. Jeffries, Jr., Esq.
(23)(a) -- Consent of KPMG LLP.
(23)(b) -- Consent of Ross E. Jeffries, Jr., Esq. (Included in Exhibit
(5).)
(24) -- Power of Attorney.
(27) -- First Union's Financial Data Schedule (for SEC use only).
(Incorporated by reference to Exhibit (27) to First Union's
2000 Second Quarter Report on Form 10-Q.)
</TABLE>
II-6
