-----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, DbHpsa1HFFl/7WTSDb80TwfSkBlBnQi3rgAL3MmV6Nxb/TyZZemNDbm6Pt+cBtXZ aTPh9hN8AkaUr2GGwSp/rQ== 0000950168-98-001841.txt : 19980604 0000950168-98-001841.hdr.sgml : 19980604 ACCESSION NUMBER: 0000950168-98-001841 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980603 EFFECTIVENESS DATE: 19980603 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 POS SEC ACT: SEC FILE NUMBER: 333-44015 FILM NUMBER: 98641296 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 POS 1 FIRST UNION CORP S-8 POS As filed with the Securities and Exchange Commission on June 2, 1998. Registration No. 333-44015 - -------------------------------------------------------------------------------- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 3 ON FORM S-8 TO REGISTRATION STATEMENT ON FORM S-4 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) Questpoint Savings Plan (Full title of the plans) 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) This Post-Effective Amendment covers shares of the Registrant's $3.33 1/3 par value common stock which were included in the shares of such common stock originally registered on the Form S-4 to which this is an amendment. The registration fee in respect to such common stock was paid at the time of the original filing of the Registration Statement relating to such common stock. Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Questpoint Savings Plan. 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: (1) the Annual Report of First Union Corporation (the "Corporation") on Form 10-K for the year ended December 31, 1997; (2) the Corporation's Current Reports on Form 8-K dated January 21, 1998, April 15, 1998, April 23, 1998, May 7, 1998 and May 26, 1998; and (3) the information set forth under "Description of FUNC Capital Stock" in the Joint Proxy Statement/Prospectus dated January 9, 1998, filed with the Securities and Exchange Commission relating to the Corporation's Registration Statement No. 333-44015. 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 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 6. Indemnification of Directors and Officers. Sections 55-8-50 through 55-8-58 of the North Carolina Business Corporation 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 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, 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 2 addition to that provided by the statute, subject to certain conditions set forth in the statute. The Corporation's Bylaws provide for the indemnification of the Corporation's directors and executive officers by the Corporation against liability 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 North Carolina Business Corporation Act, 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.* (3)(b) -Bylaws of the Corporation, as amended.* (4)(a) -Amended and Restated Shareholder Protection Rights Agreement.* (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.* (27) -The Corporation's Financial Data Schedules. (Incorporated by reference to Exhibits (27)(a), (27)(b) and (27)(c) to the Corporation's Current Report on Form 8-K dated May 26, 1998.) - ------------------------ *Previously filed. 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 4 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. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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 registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission 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. (B) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE. 5 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 OF 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, as amended, 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 Post-Effective Amendment No. 3 on Form S-8 to Registration Statement No. 333-44015 on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on June 2, 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, as amended, this Post-Effective Amendment No. 3 on Form S-8 to Registration Statement No. 333-44015 on Form S-4 has been signed by the following persons in the capacities indicated 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) Edward E. Barr* Director - --------------------------------- Edward E. Barr G. Alex Bernhardt* Director - --------------------------------- G. Alex Bernhardt W. Waldo Bradley* Director - --------------------------------- W. Waldo Bradley 7 Robert J. Brown* Director - --------------------------------- Robert J. Brown 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 Arthur M. Goldberg* Director - --------------------------------- Arthur M. Goldberg William H. Goodwin, Jr.* Director - --------------------------------- William H. Goodwin, Jr. Frank M. Henry* Director - --------------------------------- Frank M. Henry Radford D. Lovett* Director - --------------------------------- Radford D. Lovett Mackey J. McDonald* Director - --------------------------------- Mackey J. McDonald - --------------------------------- Director Malcolm S. McDonald 8 Joseph Neubauer* Director - --------------------------------- Joseph Neubauer Randolph N. Reynolds* Director - --------------------------------- Randolph N. Reynolds Ruth G. Shaw* Director - --------------------------------- Ruth G. Shaw Charles M. Shelton* Director - --------------------------------- Charles M. Shelton Lanty L. Smith* Director - --------------------------------- Lanty L. Smith *By Kent S. Hathaway, Attorney-in-Fact /s/ Kent S. Hathaway - --------------------------------- Kent S. Hathaway Date: June 2, 1998 Pursuant to the requirements of the Securities Act of 1933, the Administrator of the Questpoint Savings Plan (the "Plan") has caused this Post-Effective Amendment No. 3 on Form S-8 to Registration Statement No. 333-44015 on Form S-4 to be signed on behalf of the Plan by the undersigned, thereunder duly authorized, on June 2, 1998. QUESTPOINT SAVINGS PLAN By: /s/ Eileen M. Sheehan - --------------------------------- Name: Eileen M. Sheehan Title: Vice President Date: June 2, 1998 9 EXHIBIT INDEX
Number Description Location - ------ ----------- -------- (3)(a) -Articles of Incorporation of the * Corporation, as amended. (3)(b) -Bylaws of the Corporation, * as amended. (4)(a) -Amended and Restated Shareholder * Protection Rights Agreement. (4)(b) -All instruments defining the Not filed rights of holders of long- pursuant to (4) term debt of the Corporation (iii) of Item and its subsidiaries. 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. Filed herewith. (23)(b) -Consent of Marion A. Cowell, Jr., Included in Esq. Exhibit (5). (24) -Power of Attorney. * (27) -The Corporation's Financial Incorporated by Data Schedules. reference to Exhibits (27)(a), (27)(b) and (27)(c) to the Corporation's Current Report on Form 8-K dated May 26, 1998.
- ----------------------- *Previously filed. EX-23 2 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 Post-Effective Amendment No. 3 on Form S-8 to Registration Statement on Form S-4 No. 333-44015 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 Corporation's 1997 Annual Report on 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 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 June 2, 1998 -----END PRIVACY-ENHANCED MESSAGE-----