-----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, AKq2vY7+J/wCzQoWoFkCEGlF5tcOGJHX6oQyMZyjiCAoHXV52j4YqlMGK1WikncB jMbwNyGinUHXe3JOGzbh1w== 0000950168-98-002118.txt : 19980630 0000950168-98-002118.hdr.sgml : 19980630 ACCESSION NUMBER: 0000950168-98-002118 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 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: 11-K SEC ACT: SEC FILE NUMBER: 001-10000 FILM NUMBER: 98656175 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 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, 1997 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, 1997 and 1996 Statement of Changes in Net Assets Available for Benefits For the year ended December 31, 1997 Notes to Financial Statements Supplemental Schedules: Schedule of Assets Held for Investment Purposes December 31, 1997 Schedule of Reportable Transactions For the year ended December 31, 1997 Schedule of Nonexempt Transactions For the year ended December 31, 1997 (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, 1997 and 1996 (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, 1997 and 1996, and the related statement of changes in net assets available for benefits for the year ended December 31, 1997. 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, 1997 and 1996, and the changes in net assets available for plan benefits for the year ended December 31, 1997 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, 1997, reportable transactions for the year ended December 31, 1997, and nonexempt transactions as of December 31, 1997, 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 Peat Marwick LLP Charlotte, North Carolina June 29, 1998 FIRST UNION CORPORATION SAVINGS PLAN Statements of Net Assets Available for Benefits December 31, 1997 and 1996
Assets 1997 1996 - ------ ----------------- ------------------- Trust fund managed by First Union National Bank: Investments, at fair value: Marketable: Evergreen U.S. Government Fund $ 32,787,123 31,871,606 Evergreen Balanced Fund 93,388,192 70,560,871 Stable Fund 429,249,734 499,354,907 Evergreen Foundation Fund 135,304,278 80,161,644 Evergreen Fund 209,359,513 141,880,664 FUNB Enhanced Stock Market Fund 182,559,883 88,751,474 First Union Corporation Common Stock Fund 201,871,062 128,276,404 ---------------- ------------------ 1,284,519,785 1,040,857,570 Not readily marketable: Participants' loans receivable 63,646,544 57,798,581 ---------------- ------------------ Total investments 1,348,166,329 1,098,656,151 ---------------- ------------------ Net assets available for benefits $1,348,166,329 1,098,656,151 ---------------- ------------------
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, 1997
--------------- ------------- ------------ --------------- ----------- 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 2,558,780 15,532,952 28,968,819 24,120,025 45,392,709 ---------------- ------------ ------------ --------------- ----------- Total investment income 2,558,780 15,532,952 28,968,819 24,120,025 45,392,709 ---------------- ------------ ------------ --------------- ----------- Employer contributions 612,194 2,864,388 30,320,019 5,300,357 8,848,509 Employee contributions 1,457,713 7,138,564 32,967,458 9,581,869 14,647,465 Net assets acquired through mergers 139 1,179 23,741,316 2,023 2,633 Transfers from other funds 508,424 6,471,191 12,504,975 27,563,905 18,719,805 ---------------- ------------ ------------ --------------- ----------- Total additions 5,137,250 32,008,274 128,502,587 66,568,179 87,611,121 ---------------- ------------ ------------ --------------- ----------- Participants' withdrawals 3,660,425 6,436,404 75,454,798 8,098,498 14,419,710 Administrative expenses 28,736 81,849 376,212 118,586 183,491 Transfers to other funds 532,572 2,662,700 122,776,750 3,208,461 5,529,071 ---------------- ------------ ------------ --------------- ----------- Total deductions 4,221,733 9,180,953 198,607,760 11,425,545 20,132,272 ---------------- ------------ ------------ --------------- ----------- Net increase (decrease) in net assets available for benefits 915,517 22,827,321 (70,105,173) 55,142,634 67,478,849 Net assets available for benefits: Beginning of year 31,871,606 70,560,871 499,354,907 80,161,644 141,880,664 ---------------- ------------ ------------ --------------- ----------- End of year $32,787,123 93,388,192 429,249,734 135,304,278 209,359,513 ---------------- ------------ ------------ --------------- ----------- ----------------- ----------------- ---------------- ------------- FUNB Enhanced First Union Participants' Stock Market Fund Common Stock Fund Loans Receivable Total ----------------- ----------------- ---------------- ------------- Investment income: Interest - - 4,662,766 4,662,766 Net appreciation in fair value of investments 36,882,346 52,511,024 - 205,966,655 ----------------- ----------------- ---------------- ------------- Total investment income 36,882,346 52,511,024 4,662,766 210,629,421 ----------------- ----------------- ---------------- ------------- Employer contributions 9,150,951 4,965,897 - 62,062,315 Employee contributions 14,445,753 7,307,470 - 87,546,292 Net assets acquired through mergers 2,240 3,808,883 1,004,483 28,562,896 Transfers from other funds 47,128,525 24,029,248 33,248,264 170,174,337 ----------------- ----------------- ---------------- ------------- Total additions 107,609,815 92,622,522 38,915,513 558,975,261 ----------------- ----------------- ---------------- ------------- Participants' withdrawals 9,009,456 15,467,126 5,618,524 138,164,941 Administrative expenses 160,003 176,928 - 1,125,805 Transfers to other funds 4,631,947 3,383,810 27,449,026 170,174,337 ----------------- ----------------- ---------------- ------------- Total deductions 13,801,406 19,027,864 33,067,550 309,465,083 ----------------- ----------------- ---------------- ------------- Net increase (decrease) in net assets available for benefits 93,808,409 73,594,658 5,847,963 249,510,178 Net assets available for benefits: Beginning of year 88,751,474 128,276,404 57,798,581 1,098,656,151 ----------------- ----------------- ---------------- ------------- End of year 182,559,883 201,871,062 63,646,544 1,348,166,329 ----------------- ----------------- ---------------- -------------
See accompanying notes to financial statements. FIRST UNION CORPORATION SAVINGS PLAN Notes to Financial Statements December 31, 1997 and 1996 (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 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 $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, 1997 and 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. (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, 1997 and 1996. 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 5.55% - 8.25% at December 31, 1997, with remaining maturities not greater than 3 years. Investments at fair value, as determined by quoted market price:
1997 1996 ---- ---- Evergreen U.S. Government Fund $ 32,787,123 31,871,606 Evergreen Balanced Fund 93,388,192 70,560,871 Evergreen Foundation Fund 135,304,278 80,161,644 Evergreen Fund 209,359,513 141,880,664 FUNB Enhanced Stock Market Fund 182,559,883 88,751,474 First Union Corporation Common Stock Fund Cash Management Account 13,467,042 4,858,982 First Union Corporation Common Stock 188,404,020 123,417,422 Stable Fund: First Union Corporation Common Stock - 2,821,412 Mutual Funds - 9,198,698 U.S. Government and Agency securities 28,291,990 31,719,144 Corporate Notes $220,575,424 199,135,090 Investments at cost, which approximates fair value: Stable Fund: Cash Management Accounts $ 7,374,256 24,848,122 Commercial Paper 15,761,350 24,638,625 Investment Contracts 152,133,944 199,844,854 Participants' Loans Receivable $ 63,646,544 57,798,581
In 1997, the Plan's investments (including investments bought, sold and held during the year) appreciated in value as follows: Evergreen U.S. Government Fund $ 2,558,780 Evergreen Balanced Fund 15,532,952 Evergreen Foundation Fund 24,120,025 Evergreen Fund 45,392,709 FUNB Enhanced Stock Market Fund 36,882,346 First Union Corporation Common Stock Fund 52,511,024 Stable Fund 28,968,819 ------------ Net appreciation in fair value of investments $205,966,655 ------------ (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. 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 1997, the Plan paid administrative expenses to First Union National Bank amounting to $1,125,805. (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. In November 1996, Center Financial Corporation was acquired by First Union Corporation. Assets of the Centerbank Savings and Investment Plan (the Centerbank Plan), which were $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. During November 1997, Signet Banking Corporation was acquired by First Union Corporation. Assets of the Signet Banking Corporation Employee Savings Plan, which were approximately $252million, were transferred to the Plan on January 2, 1998. Schedule 1 ---------- FIRST UNION CORPORATION SAVINGS PLAN Schedule of Assets Held for Investment Purposes IRS Form 5500 - Item 27a December 31, 1997
Number of Shares or Par or Face Fair Value Description Cost Value - ---------------------- ------------------------------------------------------ ---------------------- --------------------- Mutual Funds - ------------ 2,533,215 Evergreen U.S. Government Fund * $ 29,435,963 32,787,123 4,595,616 Evergreen Balanced Fund * 72,570,328 93,388,192 6,288,707 Evergreen Foundation Fund * 106,980,201 135,304,278 8,263,941 Evergreen Fund * 155,708,260 209,359,513 ---------------------- --------------------- Total Mutual Funds 364,694,752 470,839,106 ---------------------- --------------------- Collective Investment Fund - -------------------------- 3,175,963 First Union Enhanced Stock Market Fund * 141,178,225 182,559,883 ---------------------- --------------------- First Union Corporation Common Stock Fund - ----------------------------------------- 3,676,176 First Union Corporation Common Stock * 92,309,201 188,404,020 13,467,042 Valiant General Fund - Cash Management Account 13,467,042 13,467,042 ---------------------- --------------------- Total First Union Corporation Common Stock Fund 105,776,243 201,871,062 ---------------------- --------------------- Stable Fund * - ------------- Cash Management Accounts ------------------------ 7,374,256 Valiant General Fund #62 7,374,256 7,374,256 ---------------------- --------------------- Total Cash Management Accounts 7,374,256 7,374,256 ---------------------- --------------------- Commercial Paper ---------------- 6,000,000 Merrill Lynch & Co., Inc. Dated 12/06/97, due 03/18/98 5,912,600 5,912,600
Schedule 1 ---------- FIRST UNION CORPORATION SAVINGS PLAN Schedule of Assets Held for Investment Purposes IRS Form 5500 - Item 27a December 31, 1997
Number of Shares or Par or Face Fair Value Description Cost Value - ---------------------- ------------------------------------------------------ ---------------------- --------------------- 10,000,000 BTM Capital Corporation Dated 11/18/97, due 02/18/98 9,848,750 9,848,750 ---------------------- --------------------- Total Commercial Paper 15,761,350 15,761,350 ---------------------- --------------------- 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 7,380,893 441,672 Federal Home Mortgage Corporation Dated 2/01/93 6%, due 2/01/98 440,912 439,601 500,000 Federal Home Loan Banks Dated 2/16/96 5.14%, due 2/16/98 495,000 499,636 20,000,000 Federal Home Loan Mortgage Corporation Dated 4/24/97 5.82%, due 4/24/2000 19,980,000 19,971,860 ---------------------- --------------------- Total U.S. Government and Agency Securities 28,302,254 28,291,990 ---------------------- --------------------- Corporate Notes --------------- 3,289,175 Harley-Davidson Eaglemark Dated 10/30/96 6%, due 10/15/2000 3,288,378 3,290,886 2,160,766 MMCA Auto Grantor Trust Dated 12/14/95 5.7%, due 11/15/2000 2,158,692 2,159,729
Schedule 1 ---------- FIRST UNION CORPORATION SAVINGS PLAN Schedule of Assets Held for Investment Purposes IRS Form 5500 - Item 27a December 31, 1997
Number of Shares or Par or Face Fair Value Description Cost Value - ---------------------- ------------------------------------------------------ ---------------------- --------------------- 1,879,638 TMS Home Equity Loan Dated 6/01/92 6.9%, due 7/15/2007 1,900,196 1,877,702 12,500,000 Consolidated Edison Co. Dated 7/06/94 5.95%, due 7/01/99 12,512,800 12,519,663 6,000,000 Countrywide Home Loans, Inc. Dated 8/30/95, 5.7%, due 8/28/98 5,990,659 5,994,966 19,290,000 Countrywide Home Loans, Inc. Dated 8/08/96, 5.81%, due 8/28/2000 19,300,802 19,312,241 12,900,000 Dean Witter Discover & Co. Dated 3/02/94 5.69%, due 3/02/99 12,818,250 12,913,674 3,000,000 Dean Witter Discover & Co. Dated 2/01/96 5.87%, due 2/01/99 3,004,200 3,006,912 13,000,000 Dean Witter Discover & Co. Dated 2/12/96 5.77%, due 2/12/98 13,000,000 13,002,912 7,000,000 Ford Motor Credit Dated 2/15/94, 5.94%, due 2/15/99 7,000,000 6,974,842 2,000,000 Ford Motor Credit Dated 2/01/94, 5.90%, due 2/01/99 2,004,380 2,001,528 10,000,000 General Motors Acceptance Corp. Dated 2/01/95, 6%, due 2/02/98 10,001,100 10,002,940
Schedule 1 ---------- FIRST UNION CORPORATION SAVINGS PLAN Schedule of Assets Held for Investment Purposes IRS Form 5500 - Item 27a December 31, 1997
Number of Shares or Par or Face Fair Value Description Cost Value - ---------------------- ------------------------------------------------------ ---------------------- --------------------- 5,000,000 International Paper Co. Dated 8/07/96, 5.75%, due 8/09/99 5,000,000 5,002,060 3,400,000 Lehman Brothers Holdings Dated 11/18/96, 5.95%, due 5/18/99 3,408,874 3,402,553 10,000,000 Lehman Brothers Holdings Dated 6/22/95, 6.46%, due 6/22/98 10,079,600 10,030,460 10,000,000 Chrysler Lincs Dated 3/05/96 5.7%, due 2/02/98 10,009,600 10,005,600 10,000,000 Lehman Brothers Holdings Dated 5/14/96, 6%, due 5/14/99 10,036,970 9,994,210 10,000,000 Potomac Capital Invt. Corp. Dated 5/21/97, 6.29%, due 5/29/98 10,036,590 10,000,000 10,000,000 Potomac Capital Invt. Corp. Dated 1/24/96, 5.98%, due 4/24/98 10,000,000 10,006,000 10,000,000 Goldman Sachs Dated 7/25/97, 5.88%, due 7/26/99 10,000,000 9,992,990 7,500,000 Heller Financial Dated 4/27/94, 5.88%, due 4/27/99 7,524,068 7,511,820 10,000,000 SouthTrust Bank Dated 1/06/97, 5.7%, due 1/06/98 9,995,210 9,999,880
Schedule 1 ---------- FIRST UNION CORPORATION SAVINGS PLAN Schedule of Assets Held for Investment Purposes IRS Form 5500 - Item 27a December 31, 1997
Number of Shares or Par or Face Fair Value Description Cost Value - ---------------------- ------------------------------------------------------ ---------------------- --------------------- 7,000,000 BT Securities Corporation Dated 2/24/97, 5.88%, due 2/24/2000 7,000,000 6,987,750 10,000,000 Duetschbank Dated 1/25/96, 5.62%, due 1/23/98 10,000,000 9,998,200 10,100,000 Korea Development Bank Note Dated 12/07/93, 5.875%, due 12/01/98 10,056,166 9,585,456 15,000,000 Bayerische Vereinsbank Dated 1/06/96, 5.91%, due 1/09/98 15,000,000 15,000,450 ---------------------- --------------------- Total Corporate Notes 221,126,535 220,575,424 ---------------------- --------------------- Investment Contracts 5,304,973 Allstate Life Insurance Company Contract #GA5730 8.25%, due 9/5/2000 6,174,687 6,174,687 8,281,027 Commonwealth Insurance GIC 6.01%, open-ended maturity 8,822,702 8,822,702 10,000,000 Hartford Life Insurance Co. Dated 4/7/94, 7.15%, due 4/7/99 12,941,904 12,941,904 - Confederation Life Ins. Dated 1/27/93 GIC 6.55%, due 1/27/98 - - 5,000,000 Canadian Life Assurance Co. Dated 3/18/93 GIC 5.8%, due 3/18/98 5,227,454 5,227,454
Schedule 1 ---------- FIRST UNION CORPORATION SAVINGS PLAN Schedule of Assets Held for Investment Purposes IRS Form 5500 - Item 27a December 31, 1997
Number of Shares or Par or Face Fair Value Description Cost Value - ---------------------- ------------------------------------------------------ ---------------------- --------------------- 5,000,000 Sun America Dated 2/25/94 GIC 6.38%, due 2/25/99 5,269,660 5,269,660 8,000,000 Sun America Dated 3/01/94 GIC 6.2%, 9/01/98 8,411,017 8,411,017 5,523,437 Metropolitan Dated 6/29/94 7.34%, due 9/15/99 6,325,865 6,325,865 5,423,114 Contl Assurance Dated 1/05/93 GIC 8.2%, due 6/05/99 6,306,730 6,306,730 5,423,114 Contl Assurance Dated 1/05/95 GIC 8.2%, due 6/05/2000 6,306,730 6,306,730 5,573,204 Peoples Dated 1/07/94 GIC 5.55%, due 3/16/98 6,180,640 6,180,640 5,598,663 New York Life Dated 10/06/93 GIC 5.62%, due 9/01/98 6,216,748 6,216,748 6,703,540 Protective Life Dated 1/07/94 GIC 5.9%, due 3/01/99 7,481,379 7,481,379 5,575,787 Protective Life Dated 1/05/95 GIC 7.39%, due 6/15/99 6,391,625 6,391,625 10,030,401 Protective Life Dated 4/15/94, 7.17%, due 4/15/99 12,933,740 12,933,740
Schedule 1 ---------- FIRST UNION CORPORATION SAVINGS PLAN Schedule of Assets Held for Investment Purposes IRS Form 5500 - Item 27a December 31, 1997
Number of Shares or Par or Face Fair Value Description Cost Value - ---------------------- ------------------------------------------------------ ---------------------- --------------------- 5,578,400 Peoples Dated 7/06/94 GIC 7.42%, due 12/15/99 6,398,655 6,398,655 5,388,167 New York Life Dated 1/05/95 GIC 8.13%, due 3/01/2000 6,258,312 6,258,312 14,082,937 Prudential Dated 7/09/92 GAC 7%, due 1/31/98 16,031,169 16,031,169 5,031,399 Pacific Dated 6/29/95 GAC 6.34%, due 9/01/2000 5,661,090 5,661,090 11,289,414 Principal GIC 6.75%, due 12/31/98 12,793,837 12,793,837 ---------------------- --------------------- Total Investment Contracts 152,133,944 152,133,944 ---------------------- --------------------- Accrued Receivable on Assets of the Stable Fund 5,112,770 5,112,770 ---------------------- --------------------- Total Stable Fund 429,811,109 429,249,734 ---------------------- --------------------- Participants' Loans Receivable 63,646,544 Participant's Loans Receivable - various rates and maturities* 63,646,544 63,646,544 ---------------------- --------------------- Total Investments $ 1,105,106,873 1,348,166,329 ---------------------- ---------------------
* 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, 1997
Purchase Selling Cost of Net Description Price Price Asset Gains - ------------------------------------------ ------------------- ------------------- ------------------- ----------------- Mutual Funds Evergreen Balanced Fund $ 38,076,383 30,709,605 25,038,032 5,671,573 Evergreen Foundation Fund $ 61,153,551 30,011,834 25,520,084 4,491,750 Evergreen Fund $ 71,321,476 49,049,484 40,232,857 8,816,627 Collective Investment Fund First Union Enhanced Stock Market Fund $ 93,889,887 36,801,878 30,923,049 5,878,829 Common Stock Fund First Union Corporation Common Stock $ 69,154,929 47,893,555 27,072,306 20,821,249 Pooled Investment Fund Stable Fund $ 156,493,637 244,830,177 223,424,545 21,405,632
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 ($54,932,808) of the current value of the Plan assets ($1,098,656,151) 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 - Item 27e Schedule 3 For the year ended December 31, 1997 During the 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 $799,975. 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: Benjamin J. Jolley Title: Vice President Date: June 29, 1998 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 29, 1998, relating to the statements of net assets available for benefits as of December 31, 1997 and 1996, and the statement of changes in net assets available for benefits for the year ended December 31, 1997, which report appears in the December 31, 1997 annual report on Form 11-K of the Plan. KPMG Peat Marwick LLP Charlotte, North Carolina June 29,1998 -----END PRIVACY-ENHANCED MESSAGE-----