-----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, HXbA8Y+3gtpXNFl1eb6+3CHqv8qeTBnXBEPAwlrTO8GywkGLHC6JfgU9Dnrt5Pxe E8y4imaOsQrbyXwBEx5wog== 0000950168-97-001631.txt : 19970624 0000950168-97-001631.hdr.sgml : 19970624 ACCESSION NUMBER: 0000950168-97-001631 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970623 SROS: NONE 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: 1934 Act SEC FILE NUMBER: 001-10000 FILM NUMBER: 97628381 BUSINESS ADDRESS: STREET 1: ONE FIRST UNION CTR CITY: CHARLOTTE STATE: NC ZIP: 28288-0630 BUSINESS PHONE: 7043746565 MAIL ADDRESS: STREET 1: FIRST UNION CORPORA STREET 2: ONE FIRST UNION CENTER CITY: CHARLOTTE STATE: NC ZIP: 28288-0630 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 FUNC 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, 1996 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: Statements of Net Assets Available for Benefits December 31, 1996 and December 30, 1995 Statement of Changes in Net Assets Available for Benefits For the year ended December 31, 1996 Notes to Financial Statements Supplemental Schedules: Schedule of Assets Held for Investment Purposes December 31, 1996 Schedule of Reportable Transactions For the year ended December 31, 1996 (b) The following Exhibit is filed as part of this Annual Report on Form 11-K: Consent of KPMG Peat Marwick LLP FIRST UNION CORPORATION SAVINGS PLAN Financial Statements and Schedules December 31, 1996 and December 30, 1995 (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, 1996 and December 30, 1995, and the related statement of changes in net assets available for benefits for the year ended December 31, 1996. 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, 1996 and December 30, 1995, and the changes in net assets available for plan benefits for the year ended December 31, 1996 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, 1996 and reportable transactions for the year ended December 31, 1996 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. 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 Peat Marwick LLP Charlotte, North Carolina June 13, 1997 FIRST UNION CORPORATION SAVINGS PLAN Statements of Net Assets Available for Benefits December 31, 1996 and December 30, 1995
Assets 1996 1995 - ------ ----------------- ----------------- Trust fund managed by First Union National Bank of North Carolina: Investments, at fair value: Marketable: Evergreen U.S. Government Fund $ 31,871,606 11,076,630 Evergreen Balanced Fund 70,560,871 52,407,546 Stable Fund 499,354,907 398,646,714 Evergreen Foundation Fund 80,161,644 23,542,342 Evergreen Fund 141,880,664 21,800,311 FUNB Enhanced Stock Market Fund 88,751,474 9,882,382 First Union Corporation Common Stock Fund 128,276,404 - ----------------- ----------------- 1,040,857,570 517,355,925 Not readily marketable: Participants' loans receivable 57,798,581 41,000,095 ----------------- ----------------- Total investments 1,098,656,151 558,356,020 ----------------- ----------------- Net assets available for benefits $ 1,098,656,151 558,356,020 ================= =================
See accompanying notes to financial statements. FIRST UNION CORPORATION SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits For the year ended December 31, 1996
--------------- ------------- ------------- --------------- ------------- Evergreen U.S. Evergreen Stable Evergreen Evergreen Government Fund Balanced Fund Fund Foundation Fund Fund --------------- ------------- ------------- --------------- ------------- Investment income: Interest $ - - - - - Net appreciation in fair value of investments 1,146,105 7,098,187 29,830,949 8,459,376 17,897,504 --------------- ------------- -------------- -------------- ------------- Total investment income 1,146,105 7,098,187 29,830,949 8,459,376 17,897,504 --------------- ------------- -------------- -------------- ------------- Employer contributions 287,648 1,262,507 45,812,001 2,409,368 3,974,120 Employee contributions 1,790,213 8,643,513 41,498,674 8,424,496 10,849,757 Net assets acquired through mergers 26,522,688 57,452 164,161,003 8,737,973 63,263,876 Transfers from other funds 588,515 8,112,218 15,029,585 34,363,694 35,872,074 --------------- ------------- -------------- -------------- ------------- Total additions 30,335,169 25,173,877 296,332,212 62,394,907 131,857,331 --------------- ------------- -------------- -------------- ------------- Participants' withdrawals 3,384,166 3,843,942 67,341,692 2,889,461 7,138,157 Administrative expenses 16,538 36,614 251,572 41,596 73,623 Transfers to other funds 6,139,489 3,139,996 128,030,755 2,844,548 4,565,198 --------------- ------------- -------------- -------------- ------------- Total deductions 9,540,193 7,020,552 195,624,019 5,775,605 11,776,978 --------------- ------------- -------------- -------------- ------------- Net increase in net assets available for benefits 20,794,976 18,153,325 100,708,193 56,619,302 120,080,353 Net assets available for benefits: Beginning of year 11,076,630 52,407,546 398,646,714 23,542,342 21,800,311 --------------- ------------- -------------- -------------- ------------- End of year $ 31,871,606 70,560,871 499,354,907 80,161,644 141,880,664 --------------- ------------- -------------- -------------- -------------
----------------- ----------------- ---------------- ------------- FUNB Enhanced First Union Participants' Stock Market Fund Common Stock Fund Loans Receivable Total ----------------- ----------------- ---------------- ------------- Investment income: Interest $ - - 3,989,241 3,989,241 Net appreciation in fair value of investments 10,942,213 26,783,828 - 102,158,162 ---------------- ---------------- ------------- ------------- Total investment income 10,942,213 26,783,828 3,989,241 106,147,403 ---------------- ---------------- ------------- ------------- Employer contributions 3,239,899 1,539,478 - 58,525,021 Employee contributions 7,529,284 2,220,054 - 80,955,991 Net assets acquired through mergers 12,549,231 114,116,809 7,003,913 396,412,945 Transfers from other funds 50,038,120 484,098 38,193,046 182,681,350 ---------------- ----------------- -------------- ------------- Total additions 84,298,747 145,144,267 49,186,200 824,722,710 ---------------- ----------------- -------------- ------------- Participants' withdrawals 3,024,557 10,429,908 3,156,786 101,208,669 Administrative expenses 46,054 66,563 - 532,560 Transfers to other funds 2,359,044 6,371,392 29,230,928 182,681,350 ---------------- ----------------- -------------- ------------- Total deductions 5,429,655 16,867,863 32,387,714 284,422,579 ---------------- ----------------- -------------- ------------- Net increase in net assets available for benefits 78,869,092 128,276,404 16,798,486 540,300,131 Net assets available for benefits: Beginning of year 9,882,382 - 41,000,095 558,356,020 ---------------- ---------------- -------------- ------------- End of year $ 88,751,474 128,276,404 57,798,581 1,098,656,151 ---------------- ---------------- -------------- -------------
See accompanying notes to financial statements. FIRST UNION CORPORATION SAVINGS PLAN Notes to Financial Statements December 31, 1996 and December 30, 1995 (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 Companies) 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 (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 $1,000. The amount of tax withholding depends on the type of withdrawal. Participants may borrow up to 50 percent of the vested 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. Until September 30, 1993, participants in the Plan had one investment option, a pro-rata share of various investments held in the Plan. On October 1, 1993, participants were given three investment options, one of which included a pooled fund comprised of these assets, now referred to as the Stable Fund. In 1995, three additional investment options were made available. In 1996, participants were given the option of investing in the First Union Corporation Common Stock Fund. In 1996, participants were given the option of allocating employer matching contributions to any of the investment elections offered by the Plan. In previous Plan years, these contributions were contributed solely to the Stable Fund. 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, 1996 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. (continued) 3 FIRST UNION CORPORATION SAVINGS PLAN Notes to Financial Statements 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. (d) Change in Plan Year. In 1996, the Plan changed it's year end from December 30 to December 31 of each year. (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 the 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 management 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, 1996 and December 30, 1995. 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 5.24% - 8.25% at December 31, 1996, with remaining maturities of 0-5 years. Investments at fair value, as determined by quoted market price:
1996 1995 Evergreen U.S. Government Fund $ 31,871,606 11,076,630 Evergreen Balanced Fund 70,560,871 52,407,546 Evergreen Foundation Fund 80,161,644 23,542,343 Evergreen Fund 141,880,664 21,800,311 FUNB Enhanced Stock Market Fund 88,751,474 9,882,382 First Union Corporation Common Stock Fund Cash Management Account 4,858,982 - First Union Corporation Common Stock 123,417,422 - Stable Fund Assets: First Union Corporation Common Stock 2,821,412 - Mutual Funds 9,198,698 - U.S. Government and Agency Securities 31,719,144 25,672,810 Corporate Notes $ 199,135,090 216,902,991 Investments at cost, which approximates fair value: Stable Fund Assets: Cash Management Accounts $ 24,848,122 7,030,419 Commercial Paper 24,638,625 46,384,828 Investment Contracts 199,844,854 100,150,709 Participants' Loans Receivable $ 57,798,581 41,000,095
In 1996, the Plan's investments (including investments bought, sold and held during the year) appreciated in value as follows: Evergreen U.S. Government Fund $ 1,146,105 Evergreen Balanced Fund 7,098,187 Evergreen Foundation Fund 8,459,376 Evergreen Fund 17,897,504 FUNB Enhanced Stock Market Fund 10,942,213 Common Stock Fund 26,783,828 Stable Fund 29,830,949 ------------------- Net appreciation in fair value of investments $ 102,158,162 -------------------- (continued) 5 FIRST UNION CORPORATION SAVINGS PLAN Notes to Financial Statements (4) Income Taxes The Internal Revenue Service has determined and informed the Companies 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 and the Evergreen Fund are mutual funds managed by subsidiaries of First Union National Bank of North Carolina. The FUNB Enhanced Stock Market Fund is a collective investment trust managed by First Union National Bank of North Carolina. The Stable Fund investments are managed by First Union National Bank of North Carolina. The First Union Corporation Common Stock Fund is managed by First Union National Bank of North Carolina, and it is principally comprised of shares of First Union Corporation common stock. First Union National Bank of North Carolina, a party in interest, serves as the trustee for the Plan. In 1996, the Plan paid administrative expenses to First Union National Bank of North Carolina amounting to $532,560. (6) Mergers with Financial Institutions Employees of institutions acquired by the Companies are allowed to participate in the Plan as of the consummation date of each respective merger. As a result of acquisitions by the Companies, assets of qualified Plans are transferred into the Plan. The most significant plan merged into the Plan during 1996 was the First Fidelity Bancorporation Savings Plan, with assets of approximately $370 million. In November 1996, Center Financial Corporation was acquired by First Union Corporation. Assets of the Centerbank Savings and Investment Plan (the Centerbank Plan), which totaled approximately $15 million at December 31, 1996, were legally merged into the Plan in December 1996. At December 31, 1996, the assets of the Centerbank Plan had not yet been transferred into the Plan's primary trust account. In March 1997, the Putnam Income Fund, Putnam Growth and Income Fund, Putnam Diversified Income Fund, Putnam Voyager Fund, Putnam Stable Value Fund, and the First Union Corporation Common Stock of the Centerbank Plan were liquidated and the proceeds were used to purchase units of the Plan's Stable Fund. Participants' Loans Receivable of the Centerbank Plan were merged into the Participants' Loans Receivable of the Plan. In the accompanying 1996 financial statements, the Centerbank Plan investments are reflected as a part of the Plan's Stable Fund and Participants' Loans Receivable. Schedule 1 FIRST UNION CORPORATION SAVINGS PLAN Schedule of Assets Held for Investment Purposes IRS Form 5500 - Item 27a December 31, 1996
Number of Shares or Par or Face Fair Value Description Cost Value - ---------------------- ------------------------------------------------------ ---------------------- --------------------- Mutual Funds 2,673,694 Evergreen U.S. Government Fund * $ 30,095,833 31,871,606 4,204,923 Evergreen Balanced Fund * 59,532,191 70,560,871 4,633,404 Evergreen Foundation Fund * 71,346,732 80,161,644 7,287,262 Evergreen Fund * 124,620,446 141,880,664 ---------------------- --------------------- Total Mutual Funds 285,595,202 324,474,785 ---------------------- --------------------- Collective Investment Fund 2,060,086 First Union Enhanced Stock Market Fund * 78,211,508 88,751,474 ---------------------- --------------------- First Union Corporation Common Stock Fund 1,667,803 First Union Corporation Common Stock * 60,970,190 123,417,422 4,858,982 Valiant General Fund - Cash Management Account 4,858,982 4,858,982 ---------------------- --------------------- Total Common Stock Fund 65,829,172 128,276,404 ---------------------- --------------------- Stable Fund * 38,127 First Union Corporation Common Stock * 2,682,711 2,821,412 Mutual Funds 181,797 Putnam Income Fund 1,220,629 1,274,400 275,393 Putnam Growth & Income Fund 4,123,540 4,962,584 34,402 Putnam Diversified Income Fund 412,658 428,643 157,138 Putnam Voyager Fund 2,364,968 2,533,071 ---------------------- --------------------- Total Mutual Funds 8,121,795 9,198,698 ---------------------- --------------------- Cash Management Accounts 13,209,350 Valiant General Fund #62 13,209,350 13,209,350
Schedule 1 FIRST UNION CORPORATION SAVINGS PLAN Schedule of Assets Held for Investment Purposes IRS Form 5500 - Item 27a December 31, 1996
Number of Shares or Par or Face Fair Value Description Cost Value - ------------ ---------------------------------------- --------------------- --------------------- 11,638,772 FUNB-NC Money Market Account * 11,638,772 11,638,772 --------------------- --------------------- Total Cash Management Accounts 24,848,122 24,848,122 --------------------- --------------------- Commercial Paper 5,000,000 Merrill Lynch & Co., Inc. 3/A3 Years 1&2 Dated 5/09/96, due 1/08/97 4,946,700 4,946,700 10,000,000 Strategic Asset FDG Corp. 3/A3 Years 1&2 Dated 9/24/96, due 1/31/97 9,828,931 9,828,931 10,000,000 Tri-Lateral Inc. 4/2 Years 1&2 Dated 10/24/96, due 1/24/97 9,862,994 9,862,994 --------------------- --------------------- Total Commercial Paper 24,638,625 24,638,625 --------------------- --------------------- U.S. Government and Agency Securities 7,380,000 Federal Farm Credit Banks Dated 12/11/95 5.85%, due 9/11/98 7,386,342 7,375,018 10,000,000 Federal Home Loan Banks Series VW Dated 6/16/94 5.775%, due 6/16/97 10,000,000 10,023,470 500,000 Federal Home Loan Banks Dated 2/16/96 5.14%, due 2/16/98 495,000 496,672 3,500,000 Federal National Mortgage Association Dated 6/27/95 6.36%, due 7/1/98 3,516,205 3,501,456 10,000,000 Federal National Mortgage Association Dated 10/12/95 5.5625%, due 10/15/97 10,011,000 10,006,200
Schedule 1 FIRST UNION CORPORATION SAVINGS PLAN Schedule of Assets Held for Investment Purposes IRS Form 5500 - Item 27a December 31, 1996
Number of Shares or Par or Face Fair Value Description Cost Value - ------------ ---------------------------------------- --------------------- --------------------- 316,158 Federal National Mortgage Association Dated 6/01/92 7%, due 6/25/97 316,256 316,328 --------------------- --------------------- Total U.S. Government and Agency Securities 31,724,803 31,719,144 --------------------- --------------------- Corporate Notes 10,000,000 Chrysler Financial Corp. Dated 7/19/95 5.765%, due 7/21/97 9,989,700 10,006,679 7,500,000 Consolidated Edison Co. Dated 7/6/94 5.95%, due 7/01/99 7,500,000 7,512,786 6,000,000 Countrywide Home Loans, Inc. Dated 8/30/95 5.7%, due 8/28/98 5,990,659 5,996,232 12,900,000 Dean Witter Discover & Co. Dated 3/02/94 5.69%, due 3/02/99 12,818,250 12,914,395 3,000,000 Dean Witter Discover & Co. Dated 2/01/96 5.87%, due 2/01/99 3,004,200 3,009,492 13,000,000 Dean Witter Discover & Co. Dated 2/12/96 5.77%, due 2/12/98 13,000,000 13,015,833 7,000,000 Ford Motor Credit Dated 2/15/94 5.94%, due 2/15/99 7,000,000 6,982,961 4,000,000 Ford Motor Credit Dated 10/21/94 6.02%, due 10/21/97 4,004,508 4,007,303
Schedule 1 FIRST UNION CORPORATION SAVINGS PLAN Schedule of Assets Held for Investment Purposes IRS Form 5500 - Item 27a December 31, 1996
Number of Shares or Par or Face Fair Value Description Cost Value - ------------ ---------------------------------------- --------------------- --------------------- 10,000,000 General Motors Acceptance Corp. Dated 2/01/95 6.07%, due 2/02/98 10,001,100 10,024,120 10,000,000 General Motors Acceptance Corp. Dated 9/14/92 6.25%, due 9/12/97 10,002,690 10,035,759 10,000,000 General Motors Acceptance Corp. Dated 6/12/95 5.73%, due 6/12/97 9,995,314 10,008,539 5,000,000 International Paper Co. Dated 8/07/96 5.94%, due 8/09/99 5,000,000 5,005,444 10,000,000 Lehman Brothers Holdings Dated 6/22/95 6.46%, due 6/22/98 10,079,600 10,076,250 10,000,000 Chrysler Lincs Dated 3/05/96 5.7%, due 2/02/98 10,009,600 10,009,600 7,075,000 Merrill Lynch & Co., Inc. Dated 4/07/94 5.49%, due 4/07/97 7,031,586 7,072,219 6,000,000 Old Kent Elmhurst Dated 2/17/95 7.5%, due 2/17/97 6,115,560 6,013,373 10,000,000 Potomac Capital Invt. Corp. Dated 1/24/96 5.975%, due 4/24/98 10,000,000 10,001,500 10,000,000 Potomac Capital Invt. Corp. Dated 1/25/96 5.925%, due 7/25/97 10,003,250 10,004,700
Schedule 1 FIRST UNION CORPORATION SAVINGS PLAN Schedule of Assets Held for Investment Purposes IRS Form 5500 - Item 27a December 31, 1996
Number of Shares or Par or Face Fair Value Description Cost Value - ------------ ---------------------------------------- --------------------- --------------------- 15,000,000 Bayerische Vereinsbank Dated 1/09/96 5.91%, due 1/09/98 15,000,000 15,016,200 10,000,000 Deutschbank Dated 1/25/96 5.62%, due 1/23/98 10,000,000 9,980,100 9,182,132 Harley-Davidson Eaglemark Dated 10/30/96 6%, due 10/15/2000 9,179,906 9,194,160 5,199,814 Lehman FHA Title I Loan Dated 11/01/95 6.68%, due 11/25/2011 5,206,314 5,212,398 5,475,718 MMCA Auto Grantor Dated 12/14/95 5.7%, due 11/15/2000 5,469,729 5,480,755 2,556,592 TMS Home Equity Loan Dated 6/01/92 6.9%, due 7/15/2007 2,584,555 2,554,292 ---------------------- --------------------- Total Corporate Notes 198,986,521 199,135,090 ---------------------- --------------------- Investment Contracts 2,522,166 Putnam Stable Value Fund 2,522,166 2,522,166 8,281,027 Commonwealth Insurance GIC 6.01%, open-ended maty 8,322,582 8,322,582 5,000,000 Business Men's Assurance Co. Dated 5/26/92 GIC 7.46%, due 5/26/97 5,217,512 5,217,512 5,000,000 Protective Life Insurance Co. Dated 8/18/92 GIC 6.43%, due 8/18/97 5,117,132 5,117,132
Schedule 1 FIRST UNION CORPORATION SAVINGS PLAN Schedule of Assets Held for Investment Purposes IRS Form 5500 - Item 27a December 31, 1996
Number of Shares or Par or Face Fair Value Description Cost Value - ------------ ---------------------------------------- --------------------- --------------------- 5,000,000 Business Men's Assurance Co. Dated 8/18/92 GIC 6.51%, due 8/18/97 5,116,761 5,116,761 5,174,195 Confederation Life Ins. Dated 1/27/93 GIC 6.55%, due 1/27/98 5,174,195 4,915,485 5,000,000 Canadian Life Assurance Co. Dated 3/18/93 GIC 5.8%, due 3/18/98 5,227,454 5,227,454 5,000,000 Sun America Dated 2/25/94 GIC 6.38%, due 2/25/99 5,268,767 5,268,767 8,000,000 Sun America Dated 3/01/94 GIC 6.2%, 9/01/98 8,413,789 8,413,789 10,000,000 Hartford Life Insurance Co. Dated 4/07/94 GIC 7.15%, due 4/07/99 12,078,305 12,078,305 10,030,401 Protective Life Ins. Dated 4/15/94 GIC 7.17%, due 4/15/99 12,068,433 12,068,433 10,000,000 Metropolitan Life Ins. Co. Dated 5/11/94 GIC 7%, due 5/31/97 11,956,536 11,956,536 5,423,114 Contl Assurance Dated 1/05/93 GIC 8.2%, due 6/05/99 5,828,771 5,828,771 5,423,114 Contl Assurance Dated 1/05/95 GIC 8.2%, due 6/05/2000 5,828,771 5,828,771
Schedule 1 FIRST UNION CORPORATION SAVINGS PLAN Schedule of Assets Held for Investment Purposes IRS Form 5500 - Item 27a December 31, 1996
Number of Shares or Par or Face Fair Value Description Cost Value - ------------ ---------------------------------------- --------------------- --------------------- 10,212,340 Provident Dated 7/09/93 GIC 5.24%, due 6/30/97 10,703,867 10,703,867 5,573,204 Peoples Dated 1/07/94 GIC 5.55%, due 3/16/98 5,855,665 5,855,665 5,598,663 New York Life Dated 10/06/93 GIC 5.62%, due 9/01/98 5,885,986 5,885,986 6,703,540 Protective Life Dated 1/07/94 GIC 5.9%, due 3/01/99 7,064,570 7,064,570 5,575,787 Protective Life Dated 1/05/95 GIC 7.39%, due 6/15/99 5,951,788 5,951,788 5,523,437 Metropolitan Dated 6/29/94 GIC 7.34%, due 9/15/99 5,893,297 5,893,297 5,578,400 Peoples Dated 7/06/94 GIC 7.42%, due 12/15/99 5,956,670 5,956,670 5,388,167 New York Life Dated 1/05/95 GIC 8.13%, due 3/01/2000 5,787,780 5,787,780 5,304,973 Allstate Dated 12/20/94 GIC 8.25%, due 9/05/2000 5,704,099 5,704,099 5,154,720 John Hancock Dated 6/29/95 GAC 6%, due 9/30/97 5,437,030 5,437,030
Schedule 1 FIRST UNION CORPORATION SAVINGS PLAN Schedule of Assets Held for Investment Purposes IRS Form 5500 - Item 27a December 31, 1996
Number of Shares or Par or Face Fair Value Description Cost Value - ------------ ---------------------------------------- --------------------- --------------------- 14,082,937 Prudential Dated 7/09/92 GAC 7%, due 1/31/98 14,982,401 14,982,401 5,031,399 Pacific Dated 6/29/95 GAC 6.34%, due 9/01/2000 5,324,646 5,324,646 11,289,414 Principal GIC 6.75%, due 12/31/98 11,986,049 11,986,049 5,151,120 Transamerica Dated 6/29/95 GAC 5.9%, due 3/31/97 5,428,542 5,428,542 ---------------------- --------------------- Total Investment Contracts 200,103,564 199,844,854 ---------------------- --------------------- Accrued Receivable on Assets of the Stable Fund 7,148,962 7,148,962 ---------------------- --------------------- Total Stable Fund 498,255,103 499,354,907 ---------------------- --------------------- Participants' Loans Receivable 57,798,581 Participant's Loans Receivable - various rates and maturities* 57,798,581 57,798,581 ---------------------- --------------------- Total Investments $ 985,689,566 1,098,656,151 ---------------------- ---------------------
* Denotes a Party-in-Interest Schedule 2 FIRST UNION CORPORATION SAVINGS PLAN Schedule of Reportable Transactions IRS Form 5500 - Item 27d For the year ended December 31, 1996
Purchase Selling Cost of Net Description Price Price Asset Gains - ---------------------------------------- --------------- --------------- -------------- -------------- Mutual Funds Evergreen Balanced Fund $ 42,562,884 31,471,069 27,149,373 4,321,697 Evergreen Foundation Fund $ 63,493,239 23,947,860 22,816,298 1,131,562 Evergreen Fund $ 76,052,937 37,026,993 34,838,294 2,188,699 Collective Investment Fund First Union Enhanced Stock Market Fund $ 71,961,402 16,464,648 15,407,725 1,056,922 Common Stock Fund First Union Corporation Common Stock $ 26,990,345 38,955,877 22,193,702 16,762,175 Pooled Investment Fund FUNB Stable Fund $ 147,976,296 235,870,005 218,502,558 17,367,447
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 ($27,917,801) of the current value of the Plan assets ($558,356,020) 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. 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: ------------------------------------------- Name: Ben J. Jolley Title: Vice President Date: June 23, 1997 EXHIBIT INDEX Exhibit No. Description Location - ------------ -------------------- ------------- (23) Consent of KPMG Peat Marwick LLP Filed herewith EX-23 2 EXHIBIT 23 Exhibit (23) Consent of KPMG Peat Marwick LLP 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 13, 1997, relating to the statements of net assets available for benefits as of December 31, 1996 and December 30, 1995, and the statement of changes in net assets available for benefits for the year ended December 31, 1996, which report appears in the December 31, 1996 annual report on Form 11-K of the Plan. KPMG Peat Marwick LLP Charlotte, North Carolina June 23, 1997 -----END PRIVACY-ENHANCED MESSAGE-----