-----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, PepPzUGu40zd9sJc9etWJnPbsxey4aFKjBUqfQemilOnP8JJ2enWRcQDsmrVW/R6 IYaiU6GO+v4f4OjsNm8SCA== 0000950168-98-002130.txt : 19980630 0000950168-98-002130.hdr.sgml : 19980630 ACCESSION NUMBER: 0000950168-98-002130 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: 98656971 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 CORP. FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - ------------------------------------------------------------------------------ FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (MARK ONE): [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended December 31, 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: QUESTPOINT 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: Report of Independent Auditors. Financial Statements: Statement of Net Assets Available for Plan Benefits, with Fund Information, December 31, 1997. Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information, Year ended December 31, 1997 Notes to Financial Statements. Line 27-a--Assets Held for Investment Purposes. Line 27-d--Reportable Transactions. (b) The following Exhibit is filed as part of this Annual Report on Form 11-K: Consent of Ernst & Young LLP. Financial Statements and Supplemental Schedules QuestPoint Savings Plan YEAR ENDED DECEMBER 31, 1997 WITH REPORT OF INDEPENDENT AUDITORS QuestPoint Savings Plan Financial Statements and Supplemental Schedules Year ended December 31, 1997 CONTENTS
Report of Independent Auditors...........................................................................1 Audited Financial Statements Statement of Net Assets Available for Plan Benefits, with Fund Information, December 31, 1997............2 Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information, Year ended December 31, 1997.............................................................3 Notes to Financial Statements............................................................................4 Supplemental Schedules Line 27a--Assets Held for Investment Purposes...........................................................11 Line 27d--Reportable Transactions.......................................................................12
Report of Independent Auditors The Board of Directors First Union Corporation We have audited the accompanying statement of net assets available for plan benefits of the QuestPoint Savings Plan as of December 31, 1997, and the related statement of changes in net assets available for benefits for the year then ended. 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 audit. We conducted our audit 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 audit provides 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 at December 31, 1997 and the changes in its net assets available for plan benefits for the year then ended, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1997 and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The Fund Information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. Philadelphia, PA April 28, 1998 Ernst & Young LLP 1 QuestPoint Savings Plan Statement of Net Assets Available for Plan Benefits, with Fund Information December 31, 1997
FUND INFORMATION ------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------- GROWTH SHORT-TERM CASH EQUITY COMMON EQUITY BOND INTERMEDIATE RESERVE BALANCED INDEX TOTAL STOCK FUND FUND FUND BOND FUND FUND FUND FUND ------------------------------------------------------------------------------------------------- ASSETS Investments, at fair value (cost $3,230,885): CoreStates Financial Corp Common Stock $ 1,029,253 $ 1,029,253 $ - $ - $ - $ - $ - $ - Mutual funds 2,490,064 3,309 582,584 27,410 157,645 424,486 348,780 592,011 Participants' notes receivable 143,043 - - - - - - - ------------------------------------------------------------------------------------------------- Total investments 3,662,360 1,032,562 582,584 27,410 157,645 424,486 348,780 592,011 Receivables: Due from broker 37,694 5,210 - 9,702 - - 4,320 9,234 Accrued investment income 13,672 6,239 - 138 771 - 1,798 1,896 Interfund receivable 2,592 - - - - - - - Cash 37,583 2,846 21,625 - 10,263 - - - ------------------------------------------------------------------------------------------------- Total assets 3,753,901 1,046,857 604,209 37,250 168,679 424,486 354,898 603,141 LIABILITIES Interfund payable 2,592 - - - - 2,592 - - Due to broker 20,581 - 11,107 - 7,263 - - - Other liabilities 35,543 - - 9,542 - 21,978 719 349 ------------------------------------------------------------------------------------------------- Total liabilities 58,716 - 11,107 9,542 7,263 24,570 719 349 ------------------------------------------------------------------------------------------------- Net assets available for Plan benefits $ 3,695,185 $ 1,046,857 $ 593,102 $ 27,708 $ 161,416 $ 399,916 $ 354,179 $ 602,792 ================================================================================================= FUND INFORMATION --------------------------------------------------- --------------------------------------------------- INTERNATIONAL EMPLOYEE GROWTH EQUITY LOAN CONTRIBUTION FUND FUND FUND FUND --------------------------------------------------- ASSETS Investments, at fair value (cost $3,230,885): CoreStates Financial Corp Common Stock $ - $ - $ - $ - Mutual funds 212,328 128,204 189 13,118 Participants' notes receivable - - 143,043 - --------------------------------------------------- Total investments 212,328 128,204 143,232 13,118 Receivables: Due from broker 9,228 - - - Accrued investment income 2,759 71 - - Interfund receivable - - 2,592 - Cash - 2,790 - 59 --------------------------------------------------- Total assets 224,315 131,065 145,824 13,177 LIABILITIES Interfund payable - - - - Due to broker - 2,211 - - Other liabilities 2,955 - - - --------------------------------------------------- Total liabilities 2,955 2,211 - - --------------------------------------------------- Net assets available for Plan benefits $ 221,360 $ 128,854 $ 145,824 $ 13,177 ===================================================
SEE ACCOMPANYING NOTES. 2 QuestPoint Savings Plan Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information Year ended December 31, 1997
FUND INFORMATION --------------------------------------------------------------------------------------- GROWTH SHORT-TERM CASH EQUITY COMMON EQUITY BOND INTERMEDIATE RESERVE BALANCED INDEX TOTAL STOCK FUND FUND FUND BOND FUND FUND FUND FUND --------------------------------------------------------------------------------------- Contributions: Employer $ 726,188 $ - $ - $ - $ - $ - $ - $ - Employee 788,359 - - - - - - - Rollovers 101,036 21,098 1,932 2,550 2,603 - 18,178 10,042 --------------------------------------------------------------------------------------- Total contributions 1,615,583 21,098 1,932 2,550 2,603 - 18,178 10,042 Transfer from FTI 401(k) Savings and Retirement Plan 281,618 - - - - - - - Transfer from CoreStates Financial Corp Employee Stock Ownership and Savings Plan 1,369,671 411,819 213,356 26,139 50,195 81,829 189,857 215,300 Investment income: Interest and dividends 42,897 591 1,476 846 5,503 16,111 5,286 6,253 Dividends on CoreStates Financial Corp Common Stock 16,285 16,285 - - - - - - Distribution of mutual fund income 95,551 - 38,352 - - - 17,967 17,603 --------------------------------------------------------------------------------------- Total investment income 154,733 16,876 39,828 846 5,503 16,111 23,253 23,856 Net realized and unrealized appreciation (depreciation) of investments 422,039 285,595 61,975 639 2,067 - 6,130 72,211 Participants' withdrawals (126,430) (3,722) - - - - - - Participants' interfund transfers - 315,191 276,011 (2,466) 101,048 301,976 116,761 281,383 Other miscellaneous disbursements (22,029) - - - - - - - --------------------------------------------------------------------------------------- Increase in net assets available for Plan benefits during the year 3,695,185 1,046,857 593,102 27,708 161,416 399,916 354,179 602,792 Net assets available for Plan benefits at beginning of year - - - - - - - - --------------------------------------------------------------------------------------- Net assets available for Plan benefits at end of year $3,695,185 $1,046,857 $ 593,102 $ 27,708 $ 161,416 $ 399,916 $ 354,179 $ 602,792 ======================================================================================= FUND INFORMATION ---------------------------------------------------------------------------------- INTERNATIONAL EMPLOYEE GROWTH EQUITY LOAN CONTRIBUTION DISTRIBUTION FUND FUND FUND FUND FUND ---------------------------------------------------------------------------------- Contributions: Employer $ - $ - $ - $ 726,188 $ - Employee - - - 788,359 - Rollovers 15,760 28,873 - - - ---------------------------------------------------------------------------------- Total contributions 15,760 28,873 - 1,514,547 - Transfer from FTI 401(k) Savings and Retirement Plan - - - 281,618 - Transfer from CoreStates Financial Corp Employee Stock Ownership and Savings Plan 83,537 5,302 92,337 - - Investment income: Interest and dividends 2,791 207 2,603 1,158 72 Dividends on CoreStates Financial Corp Common Stock - - - - - Distribution of mutual fund income 5,279 16,350 - - - ---------------------------------------------------------------------------------- Total investment income 8,070 16,557 2,603 1,158 72 Net realized and unrealized appreciation (depreciation) of investments (4,339) (2,239) - - - Participants' withdrawals - - - - (122,708) Participants' interfund transfers 118,332 80,361 50,884 (1,784,146) 144,665 Other miscellaneous disbursements - - - - (22,029) ----------------------------------------------------------------------------------- Increase in net assets available for Plan benefits during the year 221,360 128,854 145,824 13,177 - Net assets available for Plan benefits at beginning of year - - - - - ------------------------------------------------------------------------------------ Net assets available for Plan - benefits at end of year $ 221,360 $ 128,854 $ 145,824 $ 13,177 $ - ====================================================================================
SEE ACCOMPANYING NOTES. 3 QuestPoint Savings Plan Notes to Financial Statements 1. DESCRIPTION OF THE PLAN The following brief description of the Plan is provided for general information only. Participants should refer to the Plan Agreement for more complete information. GENERAL The Plan is a defined contribution plan which covers qualified employees of QuestPoint Holdings, Inc. (the Company), a subsidiary of CoreStates Financial Corp (CoreStates), and certain of the Company's subsidiaries. The Plan became effective on January 1, 1997, and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Effective January 1, 1997, the participants of the FTI 401(k) Savings and Retirement Plan (FTI Plan) became eligible for coverage under the Plan. Net assets of the FTI Plan in the amount of $281,618 were transferred to the Plan on January 6, 1997. Effective January 1, 1997, certain participants of the CoreStates Financial Corp Savings and Stock Ownership Plan (CoreStates Plan) became eligible for coverage under the Plan. Net assets of the CoreStates Plan in the amount of $1,369,671 were transferred to the Plan in 1997. On April 28, 1998, the sponsor of the Plan, CoreStates, was acquired by First Union Corporation. As a result of the merger, each share of the Plan's investments in CoreStates common stock were exchanged for 1.62 shares of First Union Corporation common stock. Management intends to merge the Plan with the First Union Corporation Savings Plan and Trust in 1999. CONTRIBUTIONS EMPLOYEE Employees can contribute on either an after-tax or a before-tax basis (up to $9,500 in 1997) equal to any whole percentage of the participant's compensation up to 12% of their compensation for each payroll period. (6% is considered a "Basic Contribution" and amounts in excess of 6% are considered an optional contribution.) 4 QuestPoint Savings Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) CONTRIBUTIONS (CONTINUED) EMPLOYER The Company makes a contribution to the Plan on behalf of each participant who has made basic contributions in each payroll period. The Company matches 150% on the first 2% of a participant's Basic Contribution and 100% on 3% to 6% of a participant's Basic Contribution. VESTING Employee contributions, rollovers, and qualified voluntary employee contribution accounts, as affected by investment results, are fully vested at all times. Employer contributions vest as follows: PARTICIPANT'S YEARS PERCENTAGE VESTED OF EMPLOYER OF VESTING SERVICE MATCHING CONTRIBUTION - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Less than 2 years 0% 2 years but less than 3 years 50% 3 years or more 100% Employer contributions are fully vested upon termination of employment because of normal retirement, death, or permanent disability. Upon the participant's employment termination date, that portion of the Employer's contributions applicable to such participant which is not vested is forfeited and applied to reduce future Employer contributions. Unvested portions are restored to participant's accounts if the participant is reemployed by the Company before incurring a five-year break in service. 5 QuestPoint Savings Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) EXPENSES The expenses of the Plan, including but not limited to legal and accounting fees, shall be paid by the Plan unless paid by the Company. The expenses of the Plan were paid by the Company for the period presented. PAYMENT OF BENEFITS Upon termination of employment, a participant may receive vested benefits as a lump-sum payment. If the participant's vested accrued benefit exceeds $3,500, the participant may elect to receive equal annual installments over a period not exceeding ten years, or may leave the money in their account until a deferred payment date (last day of any month up to normal retirement age). Included in assets available for plan benefits at December 31, 1997 is $50,380 which represents the amount due to participants who have requested withdrawals. LOANS Active participants, and terminated participants and beneficiaries with accrued benefits under the Plan, may borrow funds from the Plan subject to requirements of the Plan. Loans advanced against employees' vested benefits in the Plan are deducted from the amount of any benefits which are payable to the participant upon termination. WITHDRAWALS A participant shall be permitted to withdraw all or a portion of the amount in the participant's after-tax contribution account subject to the restrictions or penalties as set forth in the Plan. Before-tax contributions and vested employer contributions can be withdrawn under certain circumstances subject to certain restrictions set forth in the Plan. INVESTMENT OPTIONS CoreStates Bank, N.A., a subsidiary of CoreStates, serves as Trustee for the Plan. Nine funds, as of December 31, 1997, are maintained under the Plan for accumulation and investment of the participants' accounts. The funds are as follows: 6 QuestPoint Savings Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) INVESTMENT OPTIONS (CONTINUED) A. Equity Fund invests primarily in the CoreFund Core Equity Fund, a mutual fund which seeks capital growth by investing principally in a diversified portfolio of common stocks of companies with large, medium, or small capitalizations. B. Growth Equity Fund invests primarily in the CoreFund Growth Equity Fund, a mutual fund which seeks capital growth by investing primarily in the equity securities of companies believed by the fund's management to show the potential for growth of earnings over time. C. Short-Term Intermediate Bond Fund invests primarily in the CoreFund Short-Term Intermediate Bond Fund, a mutual fund which seeks income through investment in a diversified portfolio of intermediate term, fixed income obligations with an expected average weighted maturity of two to five years. D. Bond Fund invests primarily in the CoreFund Bond Fund, a mutual fund which seeks to maximize long-term total return by investing principally in a diversified portfolio of debt securities. E. Balanced Fund invests primarily in the CoreFund Balanced Fund, a mutual fund which seeks to provide total return while preserving capital by investing in a combination of common stocks and fixed income securities. F. Cash Reserve Fund invests primarily in the CoreFund Cash Reserve Fund, a mutual fund which seeks to obtain maximum current income consistent with the preservation of principal and maintenance of liquidity by investing in a diversified portfolio of money market instruments of the highest quality, including a broad range of U.S. dollar-denominated government, bank, and commercial paper obligations. G. Equity Index Fund invests primarily in the CoreFund Equity Index Fund, a mutual fund which seeks to track the price and yield performance of the Standard & Poor's 500 Composite Stock Price Index. H. International Growth Fund invests primarily in the CoreFund International Growth Fund, a mutual fund which seeks long-term capital appreciation by investing primarily in equity securities of companies located outside the United States. I. Common Stock Fund invests in common shares of CoreStates Financial Corp. CoreStates Financial Corp provides investment advisory and custodial services for the mutual funds above. 7 QuestPoint Savings Plan Notes to Financial Statements (continued) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES INVESTMENT VALUATION Investments are stated at fair value. The cost of investments sold is determined on an average historical cost basis. Loans are carried at the unpaid principal balance which represents their estimated fair value. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 3. INVESTMENTS Investments are comprised of the following at December 31, 1997:
SHARES FAIR OR UNITS COST VALUE ----------------------------------------------------------- Common Stock Fund: Common Stock + 12,786 $ 757,417 $ 1,029,253 CoreFund Cash Reserve Class Y 3,309 3,309 3,309 ------------------------------------- 760,726 1,032,562 ------------------------------------- Growth Equity Fund: CoreFund Cash Reserve Class Y 285 285 285 CoreFund Growth Equity Fund Class Y + 35,658 541,553 582,299 ------------------------------------- 541,838 582,584 ------------------------------------- Bond Fund: CoreFund Cash Reserve Class Y 473 473 473 CoreFund Bond Fund Class Y 2,558 26,597 26,937 ------------------------------------- 27,070 27,410 -------------------------------------
8 QuestPoint Savings Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED)
SHARES FAIR OR UNITS COST VALUE ----------------------------------------------------------- Short-Term Intermediate Bond Fund: CoreFund Cash Reserve Class Y 433 $ 433 $ 433 CoreFund Short-Term Intermediate Bond Fund Class Y 15,800 155,703 157,212 ------------------------------------- 156,136 157,645 ------------------------------------- Cash Reserve Fund: CoreFund Cash Reserve Class Y + 424,486 424,486 424,486 ------------------------------------- Balanced Fund: CoreFund Cash Reserve Class Y 278 278 278 CoreFund Balanced Fund Class Y + 25,625 349,946 348,502 ------------------------------------- 350,224 348,780 ------------------------------------- Equity Index Fund: CoreFund Cash Reserve Class Y 653 653 653 CoreFund Equity Index Fund Class Y + 14,914 552,153 591,358 ------------------------------------- 552,806 592,011 ------------------------------------- International Growth Fund: CoreFund Cash Reserve Class Y 298 298 298 CoreFund International Growth Fund Class Y + 15,966 220,296 212,030 ------------------------------------- 220,594 212,328 ------------------------------------- Equity Fund: CoreFund Cash Reserve Class Y 577 577 577 CoreFund Equity Fund Class Y 6,195 132,415 127,627 ------------------------------------- 132,992 128,204 ------------------------------------- Employee Loan Fund: CoreFund Cash Reserve Class Y 189 189 189 Participant Notes Receivable, with interest rates ranging from 5.5% to 11% 50,706 50,706 ------------------------------------- 50,895 50,895 ------------------------------------- Contribution Fund: CoreFund Cash Reserve Class Y 13,118 13,118 13,118 ===================================== Total investments $ 3,230,885 $ 3,570,023 =====================================
+ Represents greater than 5% of net assets available for benefits 9 QuestPoint Savings Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) Fair values are determined for: (1) CoreStates Financial Corp Common Stock - on the basis of the last reported sale price on the last business day of the year; (2) CoreFund Mutual Funds - at net asset value at the close of business on the last business day of the year. The Plan's investments are held by a bank-administered trust fund. During 1997, the Plan's investments (including investments bought, sold, as well as held during the year) appreciated in fair value as follows: Common stock: Employer company $ 285,595 Mutual funds 136,444 -------------------- $ 422,039 ==================== 4. PLAN TERMINATION The Company has the authority to terminate the Plan at any time. If the Plan were to be terminated, each participant would remain fully entitled to the value of their account. 5. INCOME TAX STATUS The Plan's management believes the trust established under the Plan qualifies under the provisions of Section 401(a) of the Internal Revenue Code and is exempt from federal income tax and intends to take the necessary measures to ensure the Plan continues as a qualified plan. 6. YEAR 2000 (UNAUDITED) The Plan is reliant on CoreStates and third parties for data processing. CoreStates has undertaken a program to prepare and convert its computer systems and applications to enable them to function properly with respect to dates in the year 2000 and thereafter (the "Program"). Although management intends to merge the Plan with the First Union Corporation Savings Plan and Trust, if the merger is not consummated, the Program will need to be completed. CoreStates is in discussions with third parties to determine the extent to which the Plan's systems are vulnerable. The Plan does not expect that its results of operations will be significantly affected, as CoreStates and its third-party processors do not intend to charge the Plan for the costs of converting their computer systems. However, to the extent that the Program is not completed timely, the Year 2000 issue could have a material impact on the operations of the Plan. 10 QuestPoint Savings Plan Line 27a--Assets Held for Investment Purposes December 31, 1997
DESCRIPTION SHARES OR UNITS COST FAIR VALUE - ----------------------------------------------------------------------------------------------------------- CoreStates Financial Corp* Common Stock 12,786 $ 757,417 $ 1,029,253 CoreFund* Balanced Fund Class Y 25,625 349,946 348,502 CoreFund* Bond Fund Class Y 2,558 26,597 26,937 CoreFund* Cash Reserve Class Y 444,099 444,099 444,099 CoreFund* Growth Equity Fund Class Y 35,658 541,553 582,299 CoreFund* Short-Term Intermediate Bond Fund Class Y 15,800 155,703 157,212 CoreFund* Equity Fund Class Y 6,195 132,415 127,627 CoreFund* Equity Index Fund Class Y 14,914 552,153 591,358 CoreFund* International Growth Fund Class Y 15,966 220,296 212,030 Participant Notes Receivable, with interest rates ranging from 5.5% to 11% 50,706 50,706 ------------------------------------- Total investments $ 3,230,885 $ 3,570,023 =====================================
*Indicates a party-in-interest to the Plan. 11 Supplemental Schedules QuestPoint Savings Plan Line 27d--Reportable Transactions Year ended December 31, 1997
DESCRIPTION PURCHASE SELLING DESCRIPTION OF ASSETS OF TRANSACTIONS PRICE PRICE NET GAIN - ------------------------------------------------------------------------------------------------------------------------------ Category I - a single transaction in excess of 5% of plan assets CoreFund Cash Reserve Fund Class Y Purchased 166,773 units $ 166,773 Purchased 246,278 units 246,278 Purchased 164,920 units 164,920 Sold 166,774 units $ 166,774 Sold 164,921 units 164,921 CoreFund Equity Index Fund Class Y Purchased 5,183 units 166,774 Purchased 11,613 units 434,213 Sold 11,072 units 422,600 $ 30,078 CoreFund Balanced Fund Class Y Purchased 6,257 units 91,605 CoreFund Growth Equity Fund Class Y Purchased 12,513 units 164,921 Sold 9,708 units 153,683 16,099
12 QuestPoint Savings Plan Line 27d--Reportable Transactions (continued) Year ended December 31, 1997
DESCRIPTION PURCHASE SELLING DESCRIPTION OF ASSETS OF TRANSACTIONS PRICE PRICE NET GAIN - ----------------------------------------------------------------------------------------------------------------------------------- Category II - a series of transactions (other than security transactions) with the same person aggregating in excess of 5% of plan assets None Category III - a series of transactions in a security issue aggregating in excess of 5% of plan assets CoreFund Equity Fund Purchased 9,817 units in 42 transactions; Class Y sold 3,622 units in 12 transactions $ 206,883 $ 77,018 $ 2,550 CoreFund International Growth Purchased 22,509 units in 42 transactions; Fund Class Y sold 6,543 units in 22 transactions 312,133 95,766 3,929 CoreFund Equity Index Fund Purchased 27,343 units in 50 transactions; Class Y sold 12,429 units in 21 transactions 986,234 467,029 32,948 CoreFund Cash Reserve Fund Purchased 2,773,737 units in 332 transactions; Class Y sold 2,329,638 units in 314 transactions 2,773,737 2,329,638 - CoreFund Balanced Fund Class Y Purchased 34,545 units in 43 transactions; sold 8,920 units in 26 transactions 466,075 123,701 7,572 CoreFund Short-Term Intermediate Purchased 24,466 units in 77 transactions; Bond Fund Class Y sold 8,666 units in 31 transactions 240,720 85,550 533
13 QuestPoint Savings Plan Line 27d--Reportable Transactions (continued) Year ended December 31, 1997
DESCRIPTION PURCHASE SELLING DESCRIPTION OF ASSETS OF TRANSACTIONS PRICE PRICE NET GAIN - ------------------------------------------------------------------------------------------------------------------------------------ Category III - a series of transactions in a security issue aggregating in excess of 5% of plan assets (continued) CoreFund Growth Equity Fund Purchased 48,111 units in 51 transactions; Class Y sold 12,453 units in 24 transactions $ 719,451 $ 199,128 $ 21,230 CoreStates Financial Corp Purchased 7,421 units in 57 transactions; Common Stock sold 1,156 units in 21 transactions 437,135 76,752 13,361 CoreFund Bond Fund Class Y Purchased 5,390 units in 34 transactions; sold 2,832 units in 8 transactions 55,671 29,401 327 Category IV - any single or series of transactions with a person involving securities in excess of 5% of plan assets None
14 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. QUESTPOINT SAVINGS PLAN By: ______________________________________ Name: Vikram H. Dewan Title: Director of Human Resources Date: June 29, 1998 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION LOCATION (23) Consent of Ernst & Young LLP Filed herewith EX-23 2 EXHIBIT 23 Exhibit 23 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-4 No. 333-44015) pertaining to the QuestPoint Savings Plan of First Union Corporation of our report dated April 28, 1998, with respect to the financial statements and schedules of the QuestPoint Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1997. /s/ Ernst & Young LLP Philadelphia, Pennsylvania June 26, 1998 -----END PRIVACY-ENHANCED MESSAGE-----