FIRST UNION CORP
8-K, 2001-01-18
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) January 18, 2001
                                                      --------------------------

                             First Union Corporation
                 -----------------------------------------------
             (Exact name of registrant as specified in its charter)

   North Carolina                    1-10000                  56-0898180
--------------------------------------------------------------------------------
(State or other jurisdiction       (Commission              (IRS Employer
         of incorporation)        File Number)              Identification No.)

        One First Union Center
     Charlotte, North Carolina                           28288-0013
--------------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code      (704) 374-6565
                                                  ------------------------------


--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)
<PAGE>

Item 5. Other Events.

         On January 18, 2001, First Union Corporation (the "Corporation") issued
a news release announcing its financial results for the fourth quarter and full
year ended December 31, 2000 (the "News Release"). The News Release is attached
as Exhibit 99(a) to this report and is incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.

         (c) Exhibits.

         99(a)    The News Release.

         99(b)    The Slide Presentation (as defined below).

Item 9.    Regulation FD Disclosure.

         On January 18, 2001, the Corporation conducted a conference
call/webcast to discuss the News Release, as well as certain of the
Corporation's future financial and operational goals and expectations. The slide
presentation reviewed by the Corporation in the conference call/webcast is
attached as Exhibit 99(b) to this report and is incorporated herein by reference
(the "Slide Presentation").

         The News Release, the Slide Presentation and any statements made by the
Corporation during the conference call/webcast 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 earnings, earnings per share, revenue, expenses, and the growth rate
in such items, as well as other measures of economic performance, including
statements relating to estimates of credit quality trends, 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,
<PAGE>

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, the Slide Presentation or during the conference call/webcast.
<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: January 18, 2001        By:  /s/ James H. Hatch
                                           --------------------------------
                                           Name:  James H. Hatch
                                           Title: Senior Vice President and
                                                  Corporate Controller
                                                  (Principal Accounting Officer)
<PAGE>


                                  Exhibit Index


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


         99(a)                  The News Release.

         99(b)                  The Slide Presentation.



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