SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
June 14, 1996
_____________________________
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
CENTER FINANCIAL CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Connecticut 0-26384 06-1260924
_____________ ___________ ______________
(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
60 North Main Street
Waterbury, Connecticut 06702
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(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (203) 578-7000
ITEM 5. OTHER EVENTS.
On June 14, 1996, Center Financial Corporation, a
Connecticut corporation (the "Company"), entered into an
Agreement and Plan of Mergers (the "Merger Agreement") with its
wholly-owned subsidiary, Centerbank (the "Bank"), First Union
Corporation, a North Carolina corporation ("First Union") and
First Union Bank of Connecticut, a subsidiary of First Union
("FUB-CT"). Pursuant to the Merger Agreement, the Company will
merge with and into First Union (the "Merger"). Thereafter,
the Bank will merge with and into FUB-CT. As a result of the
Merger, the each outstanding share of the Company's common
stock, par value $1.00 per share ("Company Common Stock")
(other than shares with respect to which dissenters' rights of
appraisal have been perfected), will be converted into that
number of shares of common stock of First Union ("First Union
Common Stock") equal to the result obtained by dividing (A)
$25.44 by (B) the average of the daily closing price of First
Union Common Stock as reported on the Composite Transactions
tape of the New York Stock Exchange, Inc. ("NYSE") reporting
system for the ten consecutive trading days on which such
shares are traded on the NYSE ending on the last trading day
prior to the effective date of the Merger, as reported in the
Wall Street Journal. The Merger is conditioned upon, among
other things, approval by shareholders of the Company, and upon
certain regulatory approvals. A copy of the Merger Agreement
is attached as Exhibit 1 hereto and is incorporated herein by
reference.
As a condition to the Merger Agreement, the Company
and First Union on June 15, 1996 entered into a Stock Option
Agreement between the Company, as issuer, and First Union, as
grantee (the "Stock Option Agreement"), pursuant to which the
Company granted First Union the right, upon the terms and
subject to the conditions set forth therein, to purchase up to
19.9% of the outstanding shares of Company Common Stock at a
price of $22.875 per share. A copy of the Stock Option
Agreement is attached as Exhibit 2 hereto, and is incorporated
herein by reference.
A copy of the Press Release, dated June 17, 1996, is-
sued by the Company and First Union relating to the Merger is
attached as Exhibit 3 hereto and is incorporated herein by
reference.
Effective June 14, 1996, the Company amended its
Rights Agreement, dated as of July 7, 1995, with the effect of
exempting the Merger, the Merger Agreement, the Stock Option
Agreement, and the events and the transactions contemplated
thereby from the Rights Agreement. The amendment to the Rights
Agreement is attached hereto as Exhibit 4 and is incorporated
herein by reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Exhibits
1. Agreement and Plan of Mergers, dated as of June
14, 1996, by and among the Company, the Bank,
First Union and FUB-CT.
2. Stock Option Agreement dated as of June 15,
1996, by and between the Company, as issuer, and
First Union, as grantee.
3. Press Release, dated June 17, 1996, relating to
transactions with First Union.
4. Amendment, dated as of June 14, 1996,
to the Rights Agreement, dated as of July 7,
1995, between the Corporation and Mellon Bank,
National Association, as rights agent.
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SIGNATURES
Pursuant to the requirements of the Securities Ex-
change Act of 1934, the Company has duly caused this report to
be signed on its behalf by the undersigned thereunto duly au-
thorized.
CENTER FINANCIAL CORPORATION
By: /s/ Joseph Carlson
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Name: Joseph Carlson
Title: Vice President and Chief
Financial Officer
Date: June 19, 1996
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EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NUMBER
1. Agreement and Plan of Mergers, dated as
of June 14, 1996, by and among the
Company, the Bank, First Union and FUB-
CT.
2. Stock Option Agreement dated as of
June 15, 1996, by and between the
Company, as issuer, and First Union, as
grantee.
3. Press Release, dated June 17, 1996, re-
lating to transactions with First Union.
4. Amendment, dated as of June 14,
1996, to the Rights Agreement, dated as
of July 7, 1995, between the Corporation
and Mellon Bank, National Association,
as rights agent.