-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EFNaGRs0QK1Gz6WEPB4F/xb8W1nlrB0QzYBV6IGiGAPFk1NqC9IZMn9Du9sax7X4 LWiKBQYsSfbZBmiMLpJiMw== 0000950168-98-002380.txt : 19980727 0000950168-98-002380.hdr.sgml : 19980727 ACCESSION NUMBER: 0000950168-98-002380 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980724 EFFECTIVENESS DATE: 19980724 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST UNION CORP CENTRAL INDEX KEY: 0000036995 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 560898180 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-59789 FILM NUMBER: 98670940 BUSINESS ADDRESS: STREET 1: ONE FIRST UNION CTR CITY: CHARLOTTE STATE: NC ZIP: 28288-0630 BUSINESS PHONE: 7043746565 MAIL ADDRESS: STREET 1: ONE FIRST UNION CENTER STREET 2: 301 S TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28288-0137 FORMER COMPANY: FORMER CONFORMED NAME: CAMERON FINANCIAL CORP DATE OF NAME CHANGE: 19750522 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION NATIONAL BANCORP INC DATE OF NAME CHANGE: 19721115 S-8 1 FIRST UNION S-8 As filed with the Securities and Exchange Commission on July 24, 1998. 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 1998 Employee Stock Purchase 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
==================================================================================================== Title of Proposed max Proposed ma Amount of securities to Amount to be offering price aggregate registration be registered registered per share (1) offering price fee (1) - ---------------------------------------------------------------------------------------------------- Common Stock (including 10,000,000 shs. $62,125 $621,250,000 $188,258 rights to purchase shares of Common Stock or junior participating Class A Preferred Stock)
- -------------------------------------------------------------------------------- (1) Pursuant to Rule 457(c) and (h)(1) of the Securities Act of 1933, the registration fee is being computed based upon $62.125, the average of the high and low prices reported on the New York Stock Exchange Composite Transactions tape on July 22, 1998. 1 PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents are incorporated by reference in this Registration Statement: (i) the Corporation's Annual Report on Form 10-K for the year ended December 31, 1997; (ii) the Corporation's Quarterly Report on Form 10-Q for the period ended March 31, 1998; and (iii) the Corporation's Current Reports on Form 8-K dated as of January 22, 1998, April 15, 1998, April 23, 1998, May 7, 1998, May 26, 1998 and June 8, 1998. 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 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 2 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 By-laws 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 Item 8. Exhibits. Exhibit No. Description - ----------- ----------- (3)(a) -Articles of Incorporation of the Corporation, as amended. (Incorporated by reference to Exhibit (4) to the Corporation's 1990 First Quarter Report on Form 10-Q, to Exhibit (99)(a) to the Corporation's 1993 First Quarter Report on Form 10-Q, to Exhibit (4)(a) to the Corporation's Current Report on Form 8-K dated January 10, 1996, and to Exhibit (3)(a) to the Corporation's 1997 Annual Report on Form 10-K.) (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 Peat Marwick LLP. (23)(b) -Consent of Marion A. Cowell, Jr., Esq. (Included in Exhibit (5).) (24) -Power of Attorney. 4 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. (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. 5 (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 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, 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 24, 1998. FIRST UNION CORPORATION By: /s/Kent S. Hathaway --------------------- Kent S. Hathaway Senior Vice President Pursuant to the requirements of the Securities Act of 1933, 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 Robert J. Brown * Director - ---------------------------- Robert J. Brown 7 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 Ernest E. Jones - ---------------------------- Director Terrence A. Larsen - ---------------------------- Director Herbert Lotman Radford D. Lovett * Director - ---------------------------- Radford D. Lovett 8 Mackey J. McDonald * Director - ---------------------------- Mackey J. McDonald Malcolm S. McDonald * Director - ---------------------------- Malcolm S. 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 - ---------------------------- Director Raymond W. Smith *By Kent S. Hathaway, Attorney-in-Fact /s/ Kent S. Hathaway - ---------------------------- Kent S. Hathaway Date: July 24, 1998 9 EXHIBIT INDEX Number Description Location (3)(a) -Articles of Incorporation Incorporated by of the Corporation, as amended. reference to Exhibit (4) to the Corporation's 1990 First Quarter Report on Form 10-Q, to Exhibit (99)(a) to the Corporation's 1993 First Quarter Report on Form 10- Q, to Exhibit (4)(a) to the Corporation's Current Report on Form 8-K dated January 10, 1996, and to Exhibit (3)(a) to the Corporation's 1997 Annual Report on Form 10-K. (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 Peat Marwick LLP.Filed herewith. (23)(b) -Consent of Marion A. Cowell, Included in Exhibit (5). Jr., Esq. (24) -Power of Attorney. Filed herewith. 10 EX-5 2 EXHIBIT (5) Exhibit (5) July 24, 1998 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 10,000,000 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 1998 Employee Stock Purchase 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, Marion A. Cowell, Jr. 11 EX-23 3 EXHIBIT (23)(A) Exhibit (23)(a) CONSENT OF KPMG PEAT MARWICK 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 21, 1998, relating to the consolidated balance sheets of First Union Corporation and subsidiaries as of December 31, 1997 and 1996, 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, 1997, which report appears in the 1997 Annual Report to Stockholders which is incorporated by reference in First Union Corporation's 1997 Form 10-K which is incorporated by reference in this Registration Statement, and to the incorporation of our report dated May 15, 1998, relating to the supplemental consolidated balance sheets of First Union Corporation and subsidiaries as of December 31, 1997 and 1996, and the related supplemental consolidated statements of income, changes in stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1997, which report appears in the 1997 Supplemental Annual Report to Stockholders which is included in First Union Corporation's Current Report on Form 8-K dated May 26, 1998 which is incorporated by reference in this Registration Statement. KPMG PEAT MARWICK LLP Charlotte, North Carolina July 24, 1998 12 EX-24 4 EXHIBIT (24) 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 1998 Employee Stock Purchase 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 /s/ W. Waldo Bradley Director - ---------------------------- W. Waldo Bradley 13 /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 /s/ Jack A. Laughery Director - ---------------------------- Jack A. Laughery /s/ Max Lennon Director - ---------------------------- Max Lennon 2 /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 /s/ John D. Uible Director - ---------------------------- John D. Uible /s/ B.J. Walker Director - ---------------------------- B.J. Walker February 17, 1998 Charlotte, NC 3 -----END PRIVACY-ENHANCED MESSAGE-----