-----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, QbQovU+qWMIC42OKVDmIbyz9QrWQab7/wCXqRWQ/JPOOqZN6MhL4/F+Zu1fBRgxH 27dBxy88eV5oMP/YpRBfjw== 0000950168-99-001884.txt : 19990630 0000950168-99-001884.hdr.sgml : 19990630 ACCESSION NUMBER: 0000950168-99-001884 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 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: 11-K SEC ACT: SEC FILE NUMBER: 000-03554 FILM NUMBER: 99655591 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 11-K 1 FIRST UNION CORPORATION 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - -------------------------------------------------------------------------------- FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (MARK ONE): [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended December 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from _____________ to _____________ Commission File Number 1-10000 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: FIRST UNION CORPORATION SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: FIRST UNION CORPORATION ONE FIRST UNION CENTER CHARLOTTE, NORTH CAROLINA 28288-0013 (a) The following financial statements and reports, which have been prepared pursuant to the requirements of the Employee Retirement Income Security Act of 1974, are filed as part of this Annual Report on Form 11-K: Independent Auditors Report. Financial Statements: Statement of Net Assets Available for Benefits, December 31, 1998 and 1997. Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1998. Notes to Financial Statements. Supplemental Schedules: Schedule of Assets Held for Investment Purposes, December 31, 1998. Schedule of Reportable Transactions for the Year Ended December 31, 1998. Schedule of Nonexempt Transactions for the Year Ended December 31, 1998. (b) The following Exhibit is filed as part of this Annual Report on Form 11-K: Independent Auditors' Consent FIRST UNION CORPORATION SAVINGS PLAN Financial Statements and Schedules December 31, 1998 and 1997 (With Independent Auditors' Report Thereon) Independent Auditors' Report The Human Resources Committee First Union Corporation We have audited the accompanying statements of net assets available for benefits of First Union Corporation Savings Plan (the Plan) as of December 31, 1998 and 1997, and the related statement of changes in net assets available for benefits for the year ended December 31, 1998. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 1998 and 1997, and the changes in net assets available for plan benefits for the year ended December 31, 1998 in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedules of assets held for investment purposes as of December 31, 1998, reportable transactions for the year ended December 31, 1998, and nonexempt transactions as of December 31, 1998, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The fund information in the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. KPMG LLP Charlotte, North Carolina June 29, 1999 FIRST UNION CORPORATION SAVINGS PLAN Statements of Net Assets Available for Benefits December 31, 1998 and 1997
Assets 1998 1997 - ------ -------------- -------------- Trust fund managed by First Union National Bank: Investments, at fair value: Marketable: Evergreen U.S. Government Fund $ 56,234,512 32,787,123 Evergreen Balanced Fund 118,636,341 93,388,192 Stable Fund 485,292,106 429,249,734 Evergreen Foundation Fund 177,215,028 135,304,278 Evergreen Fund 275,508,227 209,359,513 FUNB Enhanced Stock Market Fund 370,774,308 182,559,883 First Union Corporation Common Stock Fund 429,757,020 201,871,062 Evergreen International Growth Fund 28,532,599 -- Mentor Growth Fund II 34,062,566 -- -------------- -------------- 1,976,012,707 1,284,519,785 Not readily marketable: Participants' loans receivable 79,786,991 63,646,544 -------------- -------------- Total investments 2,055,799,698 1,348,166,329 -------------- -------------- Net assets available for benefits $2,055,799,698 1,348,166,329 -------------- --------------
See accompanying notes to financial statements. FIRST UNION CORPORATION SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits With Fund Information For the Year Ended December 31, 1998
------------- ------------- ------------- --------------- ------------- Evergreen U.S. Evergreen Stable Evergreen Evergreen Government Fund Balanced Fund Fund Foundation Fund Fund ------------- ------------- ------------- --------------- ------------- Investment income: Interest $ -- -- -- -- -- Net appreciation (depreciation) in fair value of investments 3,602,536 11,508,834 28,666,005 18,213,723 17,719,821 ------------- ------------- ------------- ------------- ------------- Total investment income 3,602,536 11,508,834 28,666,005 18,213,723 17,719,821 ------------- ------------- ------------- ------------- ------------- Employer contributions 1,296,400 4,105,491 21,532,267 8,024,863 12,646,968 Employee contributions 2,225,467 7,821,344 26,488,104 12,300,747 19,236,478 Net assets acquired through mergers 14,733,237 11,916,166 107,620,713 4,517,502 40,018,039 Transfers from other funds 9,516,613 2,619,491 14,019,425 14,381,367 5,998,890 ------------- ------------- ------------- ------------- ------------- Total additions 31,374,253 37,971,326 198,326,514 57,438,202 95,620,196 ------------- ------------- ------------- ------------- ------------- Participants' withdrawals 7,070,481 9,678,863 85,460,515 10,794,848 17,809,814 Administrative expenses 52,003 109,710 448,778 163,881 254,778 Transfers to other funds 804,380 2,934,604 56,374,849 4,568,723 11,406,890 ------------- ------------- ------------- ------------- ------------- Total deductions 7,926,864 12,723,177 142,284,142 15,527,452 29,471,482 ------------- ------------- ------------- ------------- ------------- Net increase in net assets available for benefits 23,447,389 25,248,149 56,042,372 41,910,750 66,148,714 Net assets available for benefits: Beginning of year 32,787,123 93,388,192 429,249,734 135,304,278 209,359,513 ------------- ------------- ------------- ------------- ------------- End of year $ 56,234,512 118,636,341 485,292,106 177,215,028 275,508,227 ------------- ------------- ------------- ------------- ------------- ----------------- ----------------- ----------------------- -------------- FUNB Enhanced First Union Evergreen International Mentor Stock Market Fund Common Stock Fund Growth Fund Growth Fund II ----------------- ----------------- ----------------------- -------------- Investment income: Interest $ -- -- -- -- Net appreciation (depreciation) in fair value of investments 78,450,878 64,845,329 (400,753) 2,361,963 ------------- ------------- ------------- ------------- Total investment income 78,450,878 64,845,329 (400,753) 2,361,963 ------------- ------------- ------------- ------------- Employer contributions 14,540,671 9,978,740 969,584 1,233,696 Employee contributions 21,783,303 14,414,823 1,429,776 1,757,339 Net assets acquired through mergers 119,330,886 186,371,915 19,246,597 18,847,095 Transfers from other funds 8,512,143 11,044,668 9,367,696 10,993,572 ------------- ------------- ------------- ------------- Total additions 242,617,881 286,655,475 30,612,900 35,193,665 ------------- ------------- ------------- ------------- Participants' withdrawals 45,948,627 52,622,835 1,734,105 805,966 Administrative expenses 342,876 397,421 26,386 31,500 Transfers to other funds 8,111,953 5,749,261 319,810 293,633 ------------- ------------- ------------- ------------- Total deductions $54,403,456 58,769,517 2,080,301 1,131,099 ------------- ------------- ------------- ------------- Net increase in net assets available for benefits 188,214,425 227,885,958 28,532,599 34,062,566 Net assets available for benefits: Beginning of year 182,559,883 201,871,062 -- -- ------------- ------------- ------------- ------------- End of year 370,774,308 429,757,020 28,532,599 34,062,566 ------------- ------------- ------------- ------------- ---------------- ------------- Participants' Loans Receivable Total ---------------- ------------- Investment income: Interest $ 5,929,744 5,929,744 Net appreciation (depreciation) in fair value of investments -- 224,968,336 ------------- ------------- Total investment income 5,929,744 230,898,080 ------------- ------------- Employer contributions -- 74,328,680 Employee contributions -- 107,457,381 Net assets acquired through mergers 10,238,722 532,840,872 Transfers from other funds 32,516,322 118,970,187 ------------- ------------- Total additions 48,684,788 1,064,495,200 ------------- ------------- Participants' withdrawals 4,138,257 236,064,311 Administrative expenses -- 1,827,333 Transfers to other funds 28,406,084 118,970,187 ------------- ------------- Total deductions 32,544,341 356,861,831 ------------- ------------- Net increase in net assets available for benefits 16,140,447 707,633,369 Net assets available for benefits: Beginning of year 63,646,544 1,348,166,329 ------------- ------------- End of year $79,786,991 2,055,799,698 ------------- -------------
See accompanying notes to financial statements. FIRST UNION CORPORATION SAVINGS PLAN Notes to Financial Statements December 31, 1998 and 1997 (1) Description of Plan The following brief description of the First Union Corporation Savings Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information. (a) General. First Union Corporation and its subsidiaries (the Company) sponsor the Plan, which is designed to promote savings for retirement. It is a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Company and employee contributions are held in trust and earn income tax-free until distributed. (b) Eligibility, Contributions and Benefits. Under the Plan, an employee is eligible to participate after one year of service. Employee contributions, pre-tax and after-tax, are elected by the participant and cannot exceed 15 percent of the employee's gross compensation. The percentage of the employer matched contribution is determined annually by the Board of Directors of First Union Corporation (First Union), and the contribution amounts are paid from net income or accumulated earnings in accordance with the provisions of the Internal Revenue Code of 1986 as amended together with all regulations, revenue rulings and revenue procedures issued thereunder (the Code). The employer's matching contribution cannot exceed 6 percent of a participant's base compensation. Participants are fully vested in their entire account balances at all times. Four types of withdrawals are allowed under the Plan: normal, specified cause, hardship and after age 59 1/2. Each type of withdrawal must be approved by the Human Resources Committee (the Committee). Participants may withdraw up to their entire account balance, depending on the type of withdrawal, net of applicable withholdings and/or loan balances, or a minimum of $500. The amount of tax withholding depends on the type of withdrawal. Participants may borrow up to 50 percent of the balance of their accounts with a minimum loan of $1,000 and a maximum of $50,000. Loan balances are charged interest at a fixed rate for the life of the loan. The interest rate is determined at origination as the quoted Wall Street Journal prime interest rate as of the 25th of the preceding month. Loans are made for a minimum of 12 months or a maximum of 60 months. Loan repayments are made bi-weekly as a payroll deduction. If a participant retires or is otherwise terminated, the loan balance must be paid in full or the outstanding balance will be considered as a taxable distribution. Participants, at retirement, may elect to receive a distribution of their account balances. A participant is considered retired if: it is the participant's 65th birthday, 50th birthday with 10 or more years of service, or the determination that the participant is totally disabled. Distributions may be made in a lump sum, in installments or in a combination of both. Installment payments must be in multiples of $50 over a period not to exceed the life expectancy of the participant. Distribution of a retired participant's account balance must begin at age 70 1/2. Although the employer has not expressed any intent to terminate the Savings Plan and Trust Agreement, it may do so at any time subject to the provisions of ERISA. If the Plan is terminated, the accounts of each participant shall be adjusted in accordance with Plan provisions. (continued) 2 FIRST UNION CORPORATION SAVINGS PLAN Notes to Financial Statements (c) Investments. In accordance with the Plan provisions, Plan earnings are allocated to participants' accounts on a daily basis. The investment options available to participants at December 31, 1998 and 1997 are: Evergreen U.S. Government Fund - This mutual fund invests primarily in debt instruments issued or guaranteed by the U.S. Government or its agencies. Its objective is to provide a high level of current income consistent with stability of principal. Evergreen Balanced Fund - This mutual fund maintains a diversified investment portfolio of common and preferred stocks, U.S. Government and agency obligations, and corporate bonds. Its objective is to produce long-term total return through capital appreciation, dividends and interest income. Stable Fund - This pooled investment fund invests primarily in money market instruments, investment contracts, U.S. Government and agency securities, and corporate notes. Its investment objective is to provide stable principal value combined with a yield that is one percentage point or more over the 91-day U.S. Treasury bills yield. Evergreen Foundation Fund - This mutual fund invests primarily in a combination of income producing common stocks, preferred stocks, convertible securities, corporate and U.S. Government debt obligations, and short-term debt instruments. Its investment objective is to provide income, conservation of capital and capital appreciation. Evergreen Fund - This mutual fund invests primarily in common stocks, including securities convertible into or exchangeable for common stocks of companies which are little-known or relatively small or special situations, which offer the potential for capital appreciation. The remainder of its portfolio consists of securities of relatively well-known and large companies in an attempt to provide liquidity as well as potential for capital appreciation. FUNB Enhanced Stock Market Fund - This collective investment fund invests primarily in a diversified portfolio of common stocks and S&P 500 futures contracts. Its investment objective is to provide a total rate of return equal to or exceeding that of the S&P 500 market index each calendar year. First Union Corporation Common Stock Fund - This fund invests in First Union Corporation Common Stock. Dividends are reinvested in additional shares of First Union Corporation Common Stock. Its primary investment objective is long-term capital appreciation. (continued) 3 FIRST UNION CORPORATION SAVINGS PLAN Notes to Financial Statements Evergreen International Growth Fund - This fund invests primarily in internationally diversified portfolios consisting of common and preferred stocks, convertible securities and warrants The fund also uses stock index and currency futures. Its investment objective is to provide long-term capital appreciation. Mentor Growth Fund II - This fund invests principally in common stocks of small to mid-sized companies that have demonstrated earnings, asset values, or growth potential not yet reflected in their market price. Its investment objective is long-term capital growth. (2) Summary of Significant Accounting Policies The following are the significant accounting policies followed by the Plan: (a) Investments. The specific identification method is used in determining the cost of securities. Purchases and sales of securities are recorded on a trade-date basis. Investments in commercial paper, cash management accounts and participants' loans receivable are stated at cost which approximates fair value. Investments in U.S. Government and Agency securities, corporate notes, mutual funds, the collective investment fund and common stock are stated at fair value, which is based on closing market quotations (or an estimate thereof). In accordance with the American Institute of Certified Public Accountant's Statement of Position 94-4, the Stable Fund's holdings of investment contracts are generally stated at contract value plus accrued interest because they are considered to be benefit responsive, thus providing reasonable access to the funds by participants. If Plan management is aware that an event has occurred that may affect the ability to recover the full value of a contract, the contract is reported at its estimated realizable value. Otherwise the fair value of investment contracts approximates the contract value, including any accrued interest. Interest and dividends earned on assets in the Stable Fund are treated as gains in appreciation of the fair value of the fund, since all income received by the fund is reinvested in the fund and thus increases the participants' share value. (b) Basis of Presentation. The accompanying financial statements are prepared on an accrual basis in accordance with generally accepted accounting principles. The preparation of the financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, as well as additions and deductions to and from these amounts during the reporting period. Actual results could differ from those estimates. (continued) 4 FIRST UNION CORPORATION SAVINGS PLAN Notes to Financial Statements (3) Investments The following table presents the fair values of investments at December 31, 1998 and 1997. Investments that represent 5 percent or more of the Plan's net assets are separately identified. The investment contracts held by the Stable Fund have crediting interest rates of 5.90% - 8.25% and 5.55% - 8.25% at December 31, 1998 and 1997, respectively, with remaining maturities not greater than 2 years. The average yields for the investment contracts were 5.9% - 8.2% and 5.6% - 8.2% for the years ended December 31, 1998 and 1997 respectively. Investments at fair value, as determined by quoted market price:
1998 1997 ---- ---- Evergreen U.S. Government Fund $ 56,234,512 32,787,123 Evergreen Balanced Fund 118,636,341 93,388,192 Evergreen Foundation Fund 177,215,028 135,304,278 Evergreen Fund 275,508,227 209,359,513 FUNB Enhanced Stock Market Fund 370,774,308 182,559,883 Evergreen International Growth Fund 28,532,599 - Mentor Growth Fund II 34,062,566 - First Union Corporation Common Stock Fund: Cash Management Account 24,277,042 13,467,042 First Union Corporation Common Stock 405,479,978 188,404,020 Stable Fund: U.S. Government and Agency securities - 28,291,990 Corporate Notes $ 264,607,540 220,575,424 Investments at cost, which approximates fair value: Stable Fund: Cash Management Accounts $ 17,763,863 7,374,256 Commercial Paper 93,806,668 15,761,350 Investment Contracts 103,928,032 152,133,944 Participants' Loans Receivable $ 79,786,991 63,646,544
In 1998, the Plan's investments (including investments bought, sold and held during the year) appreciated (depreciated) in value as follows: Evergreen U.S. Government Fund $ 3,602,536 Evergreen Balanced Fund 11,508,834 Evergreen Foundation Fund 18,213,723 Evergreen Fund 17,719,821 FUNB Enhanced Stock Market Fund 78,450,878 First Union Corporation Common Stock Fund 64,845,329 Evergreen International Growth Fund (400,753) Mentor Growth Fund II 2,361,963 Stable Fund 28,666,005 ------------ Net appreciation in fair value of investments $ 224,968,336 ------------ (continued) 5 FIRST UNION CORPORATION SAVINGS PLAN Notes to Financial Statements (4) Income Taxes The Internal Revenue Service ("IRS") has determined and informed the Company by a letter dated December 3, 1996, that the Plan is qualified and the trust established under the Plan is tax-exempt under the appropriate sections of the Code, and accordingly, no provision for income taxes has been made. The Committee files an annual information return with the Internal Revenue Service. The Plan has been amended since receiving the determination letter; however, the Plan administrator believes that the Plan is currently designed and operated in compliance with the applicable requirements of the Code. (5) Transactions with Related Parties The Evergreen U.S. Government Fund, the Evergreen Balanced Fund, the Evergreen Foundation Fund, the Evergreen Fund, the Evergreen International Growth Fund and the Mentor Growth Fund II are mutual funds managed by subsidiaries of First Union National Bank. The FUNB Enhanced Stock Market Fund is a collective investment trust managed by First Union National Bank. The Stable Fund investments are managed by First Union National Bank. The First Union Corporation Common Stock Fund is managed by First Union National Bank, and it is principally comprised of shares of First Union Corporation common stock. First Union National Bank, a party in interest, serves as the trustee for the Plan. In 1998, the Plan paid administrative expenses to First Union National Bank amounting to $1,827,333. (6) Mergers with Financial Institutions Employees of institutions acquired by the Company are allowed to participate in the Plan as of the consummation date of each respective merger. As a result of acquisitions by the Company, assets of qualified plans are transferred into the Plan. In November 1997, Signet Banking Corporation was acquired by First Union Corporation. Assets of the Signet Banking Corporation Employee Savings Plan, which were approximately $252 million, were transferred to the Plan on January 2, 1998. In 1998, assets of the savings plans of Covenant Bancorp, Inc. and Wheat First Butcher Singer, Inc. were merged into the Plan. Their plan assets were approximately $1 million and $276 million, respectively. In April 1998, CoreStates Financial Corp was acquired by First Union Corporation. Assets of their plans, which were approximately $1.1 billion, were transferred to the Plan on January 14, 1999. Schedule 1 FIRST UNION CORPORATION SAVINGS PLAN Schedule of Assets Held for Investment Purposes IRS Form 5500 - Line 27a December 31, 1998
Number of Identity of Issue, Borrower, Lessor or Shares or Similar Party, and Description of Par or Face Investment, Including Maturity Date, Rate of Fair Value Interest, Collateral, and Par or Maturity Value Cost Value - ------------ ------------------------------------------------------- ------------------ ---------------- Mutual Funds 4,010,963 Evergreen U.S. Government Fund * $ 50,691,812 56,234,512 5,249,724 Evergreen Balanced Fund * 92,086,943 118,636,341 7,274,653 Evergreen Foundation Fund * 137,550,632 177,215,028 10,136,054 Evergreen Fund * 214,827,195 275,508,227 3,585,657 Evergreen International Growth Fund * 28,577,497 28,532,599 1,898,323 Mentor Growth Fund II * 31,265,165 34,062,566 --------------- ---------------- Total Mutual Funds 554,999,244 690,189,273 --------------- ---------------- Collective Investment Fund 5,016,693 First Union Enhanced Stock Market Fund * 267,005,540 370,774,308 --------------- ---------------- First Union Corporation Common Stock Fund 19,541,346 First Union Corporation Common Stock * 134,827,731 405,479,978 24,277,042 Valiant General Fund - Cash Management Account 24,277,042 24,277,042 --------------- ---------------- Total First Union Corporation Common Stock Fund 159,104,773 429,757,020 --------------- ---------------- Stable Fund * Cash Management Accounts 17,763,863 Valiant General Fund #62 17,763,863 17,763,863 --------------- ---------------- Total Cash Management Accounts 17,763,863 17,763,863 --------------- ----------------
Schedule 1 ---------- FIRST UNION CORPORATION SAVINGS PLAN Schedule of Assets Held for Investment Purposes IRS Form 5500 - Line 27a December 31, 1998
Number of Identity of Issue, Borrower, Lessor or Shares or Similar Party, and Description of Par or Face Investment, Including Maturity Date, Rate of Fair Value Interest, Collateral, and Par or Maturity Value Cost Value - ------------ ------------------------------------------------------- ------------------ ---------------- Commercial Paper 15,000,000 Ascot Capital Corporation Dated 10/15/98, due 01/20/99 14,799,800 14,799,800 15,000,000 Barton Cap Corporation Dated 11/01/98, due 02/03/99 14,833,750 14,833,750 10,000,000 Broadway Dated 12/21/98, due 01/19/99 9,954,244 9,954,244 15,000,000 Compass Securitization Dated 11/20/98, due 03/31/99 14,713,437 14,713,437 15,000,000 Moat FDG LLC Dated 10/19/98, due 01/25/99 14,850,675 14,850,675 15,000,000 Sigma Financial Dated 11/17/98, due 02/23/99 14,788,229 14,788,229 10,000,000 Thames Asset Global Dated 10/20/98, due 01/20/99 9,866,533 9,866,533 --------------- ---------------- Total Commercial Paper 93,806,668 93,806,668 --------------- ---------------- Corporate Notes 342,766 MMCA Auto Grantor Trust Dated 12/14/95 5.7%, due 11/15/00 342,437 343,083 1,238,579 TMS Home Equity Loan Dated 6/01/92 6.9%, due 7/15/07 1,251,507 1,243,651
Schedule 1 ---------- FIRST UNION CORPORATION SAVINGS PLAN Schedule of Assets Held for Investment Purposes IRS Form 5500 - Line 27a December 31, 1998
Number of Identity of Issue, Borrower, Lessor or Shares or Similar Party, and Description of Par or Face Investment, Including Maturity Date, Rate of Fair Value Interest, Collateral, and Par or Maturity Value Cost Value - ------------ ------------------------------------------------------- ------------------ ---------------- 10,000,000 American Express Travel Euro Bond Dated 10/24/96 5.72%, due 10/24/01 9,995,000 10,003,300 10,000,000 Associates Corporation North America Dated 8/27/98, 5.35%, due 8/27/01 9,994,450 9,948,620 10,000,000 Bankers Trust New York Euro Series Note Dated 2/5/96, 5.92%, due 2/05/01 10,000,000 9,904,290 7,000,000 Bear Stearns Company Incorporated Dated 4/29/97 4.22%, due 4/28/00 6,980,330 6,968,990 7,000,000 BT Securities Corporation Dated 2/24/97 5.95%, due 2/24/00 7,000,000 6,986,203 5,000,000 Cedar International Dated 7/10/98 6.01%, due 6/16/00 5,001,705 5,000,000 10,000,000 Citicorp Medium Notes Dated 11/24/97, 5.35%, due 5/24/01 10,007,610 9,957,340 19,290,000 Countrywide Funding Corporation Dated 8/08/96, 5.56%, due 8/08/00 19,300,802 19,265,617 3,000,000 Dean Witter & Company Dated 2/01/96, 5.72%, due 2/01/99 3,004,200 3,001,158 10,000,000 Fleet National Bank Dated 12/14/98, 5.47%, due 12/14/01 10,000,000 9,998,540
Schedule 1 ---------- FIRST UNION CORPORATION SAVINGS PLAN Schedule of Assets Held for Investment Purposes IRS Form 5500 - Line 27a December 31, 1998
Number of Identity of Issue, Borrower, Lessor or Shares or Similar Party, and Description of Par or Face Investment, Including Maturity Date, Rate of Fair Value Interest, Collateral, and Par or Maturity Value Cost Value - ------------ ------------------------------------------------------- ------------------ ---------------- 7,000,000 Ford Motor Company Dated 2/15/94, 4.2%, due 2/15/99 7,000,000 6,995,114 15,000,000 General Motors Acceptance Corporation Dated 12/09/96 5.69%, due 12/10/01 14,986,245 14,919,585 10,000,000 Goldman Sachs Group Limited Partnership Dated 1/13/98, 5.53%, due 1/16/01 10,006,150 9,967,130 7,500,000 Heller Financial Incorporated Dated 4/27/94, 5.46%, due 4/27/99 7,524,068 7,502,175 10,000,000 Hitachi Credit America Corporation Dated 7/07/98, 5.94%, due 7/07/00 10,000,000 9,973,220 10,000,000 Hitachi Credit America Corporation Dated 5/01/98, 5.53%, due 5/15/00 10,005,120 9,980,680 5,000,000 International Paper Company Dated 8/07/96, 5.5%, due 8/09/99 5,000,000 4,999,555 3,400,000 Lehman Brothers Holdings Incorporated Dated 11/18/96, 5.73%, due 5/18/99 3,408,874 3,389,344 10,000,000 Lehman Brothers Holdings Incorporated Dated 5/14/96, 5.77%, due 5/14/99 10,036,970 9,967,200 5,000,000 McDonnell Douglas Financial Corporation Dated 5/27/94, 5.88%, due 5/28/99 5,041,550 5,011,350
Schedule 1 ---------- FIRST UNION CORPORATION SAVINGS PLAN Schedule of Assets Held for Investment Purposes IRS Form 5500 - Line 27a December 31, 1998
Number of Identity of Issue, Borrower, Lessor or Shares or Similar Party, and Description of Par or Face Investment, Including Maturity Date, Rate of Fair Value Interest, Collateral, and Par or Maturity Value Cost Value - ------------ ------------------------------------------------------- ------------------ ---------------- 14,000,000 Merrill Lynch & Company Dated 8/10/98, Variable rate, due 08/10/01 13,884,500 13,937,028 15,000,000 Merrill Lynch & Company Dated 9/21/98, 5.67%, due 9/21/01 15,000,000 14,932,575 10,000,000 Morgan Stanley Dean Witter Discover & Company Dated 2/20/98, 5.35%, due 2/23/01 10,000,000 9,971,580 13,000,000 Morgan Stanley Dean Witter Dated 1/21/98, 5.24%, due 1/21/00 13,000,000 12,984,712 12,500,000 Consolidated Edison of New York Dated 7/06/94, 5.5%, due 7/01/99 12,512,800 12,511,200 15,000,000 Ford Motor Credits Company Dated 8/27/98, 5.35%, due 8/27/01 14,989,710 14,971,800 10,000,000 Advance Bank Australia Euro Bond Dated 10/25/95, 5.78%, due 11/30/00 10,000,000 9,972,500 --------------- ---------------- Total Corporate Notes 265,274,028 264,607,540 --------------- ----------------
Schedule 1 ---------- FIRST UNION CORPORATION SAVINGS PLAN Schedule of Assets Held for Investment Purposes IRS Form 5500 - Line 27a December 31, 1998
Number of Identity of Issue, Borrower, Lessor or Shares or Similar Party, and Description of Par or Face Investment, Including Maturity Date, Rate of Fair Value Interest, Collateral, and Par or Maturity Value Cost Value - ------------ ------------------------------------------------------- ------------------ ---------------- Investment Contracts 5,304,973 Allstate Life Insurance Company Contract #GA5730 8.25%, due 9/5/00 6,684,099 6,684,099 5,423,114 Continental Assurance Company Contract #13076 6,823,882 6,823,882 8.2%, due 6/5/00 5,423,114 Continental Assurance Company Contract #13076 8.2%, due 6/5/99 6,823,882 6,823,882 10,000,000 ITT Hartford Life Insurance Company Contract #GA9929 7.15%, due 4/07/99 13,867,250 13,867,250 5,523,437 Metropolitan Life Insurance Company Contract #20073 7.34%, due 9/15/99 6,790,184 6,790,184 5,578,400 Monumental Life Insurance Company Contract #BDA00428FR 7.42%, due 12/15/99 6,873,435 6,873,435 9,258,227 Monumental Life Insurance Company Contract #00198ST Variable rate, open-ended maturity 9,361,276 9,361,276 5,388,167 New York Life Insurance Company Contract #GA06837003 8.13%, due 3/01/00 6,767,113 6,767,113 5,031,399 Pacific Mutual Life Insurance Company Contract #G2618801 6.34%, due 9/01/00 6,019,415 6,019,415 10,030,401 Protective Life Insurance Company Contract #GA1012 7.17%, due 4/15/99 13,861,089 13,861,089
Schedule 1 ---------- FIRST UNION CORPORATION SAVINGS PLAN Schedule of Assets Held for Investment Purposes IRS Form 5500 - Line 27a December 31, 1998
Number of Identity of Issue, Borrower, Lessor or Shares or Similar Party, and Description of Par or Face Investment, Including Maturity Date, Rate of Fair Value Interest, Collateral, and Par or Maturity Value Cost Value - ------------ ------------------------------------------------------- ------------------ ---------------- 5,575,787 Protective Life Insurance Company Contract #GA1055 7.39%, due 6/15/99 6,863,966 6,863,966 6,703,540 Protective Life Insurance Company Contract #GA951 5.9%, due 3/1/99 7,922,781 7,922,781 5,000,000 Sunamerica Life Insurance Company Contract #FA4338 6.38%, due 2/25/99 5,269,660 5,269,660 --------------- ---------------- Total Investment Contracts 103,928,032 103,928,032 --------------- ---------------- Accrued Receivable on Assets of the Stable Fund 5,186,003 5,186,003 --------------- ---------------- Total Stable Fund 485,958,594 485,292,106 --------------- ---------------- Participants' Loans Receivable 79,786,991 Participants' Loans Receivable - various rates and maturities* 79,786,991 79,786,991 --------------- ---------------- Total Investments $ 1,546,855,142 2,055,799,698 --------------- ----------------
* Denotes a Party-in-Interest Schedule 2 FIRST UNION CORPORATION SAVINGS PLAN Schedule of Reportable Transactions IRS Form 5500 - Line 27d For the year ended December 31, 1998
Identity of Party / Purchase Selling Cost of Net Description of the Asset Price Price Asset Gains - ------------------------------------ ---------------- ------------- ------------ ----------- Mutual Funds - ------------ Evergreen Fund $113,527,904 64,857,562 54,403,664 10,453,898 Collective Investment Fund - -------------------------- First Union Enhanced Stock Market Fund $134,934,701 106,438,122 89,997,146 16,440,976 Common Stock Fund - ----------------- First Union Corporation Common Stock $194,991,984 112,670,211 61,466,828 51,203,383 Pooled Investment Fund - ---------------------- Stable Fund $177,853,989 224,779,323 207,060,118 17,719,205
Note 1: The transactions set forth herein are those that individually or in the aggregate, by security or person, involve an amount in excess of five percent ($67,408,316) of the current value of the Plan assets ($1,348,166,329) at the beginning of the Plan year. Note 2: There was no lease rental or transaction expense incurred with any of the above transactions. Additionally, the current value of each asset at its transaction date was the same as its purchase price for new purchases and its selling price for investment sales. Schedule 3 First Union Corporation Savings Plan Schedule of Nonexempt Transactions IRS Form 5500 - Line 27e For the year ended December 31, 1998 In the prior Plan Year, the Plan Sponsor substantially modified its payroll system. Because of programming problems and related issues, participant contributions were contributed to the trust beyond the maximum time period described in 29 CFR 2510.3-102. Such contributions have and are being corrected. The total amount of such participant contributions is approximately $1.7 million. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the plan administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. FIRST UNION CORPORATION SAVINGS PLAN By: /s/ Benjamin J. Jolley ---------------------- Name: Benjamin J. Jolley Title: Vice President Date: June 29, 1999 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION LOCATION - ----------- ----------- -------- (23) Independent Auditors' Consent Filed herewith
EX-23 2 EXHIBIT 23 Exhibit (23) Independent Auditors' Consent The Human Resources Committee First Union Corporation We consent to the incorporation by reference in the Registration Statement (No. 333-11613) on Form S-8 of the First Union Corporation Savings Plan (the Plan) of our report dated June 29, 1999, relating to the statements of net assets available for benefits as of December 31, 1998 and 1997, and the statement of changes in net assets available for benefits for the year ended December 31, 1998, which report appears in the December 31, 1998 annual report on Form 11-K of the Plan. /s/ KPMG LLP Charlotte, North Carolina June 29,1999 -----END PRIVACY-ENHANCED MESSAGE-----