SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 1, 1996
First Union Corporation
(Exact name of registrant as specified in its charter)
North Carolina 1-10000 56-0898180
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One First Union Center
Charlotte, North Carolina 28288-0013
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (704)374-6565
(Former name or former address, if changed since last report.)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 2. Acquisition or Disposition of Assets.
On January 1, 1996, First Union Corporation ("FUNC") acquired
First Fidelity Bancorporation ("FFB") by means of a merger of FFB with and into
a wholly-owned subsidiary of FUNC (the "Merger"). FFB is a New Jersey-based
multi-bank holding company with banking offices in New Jersey, Maryland,
Connecticut, New York and Delaware. As of September 30, 1995, FFB had $35.3
billion in assets.
As a result of the merger, each of the 78.7 million net
outstanding shares of FFB common stock was converted into 1.35 shares of FUNC
common stock, with cash being paid for fractional share interests. In addition,
the 3.0 million net outstanding shares of FFB Series B Convertible Preferred
Stock ("FFB Series B") were converted into a like number of shares of FUNC
Series B Convertible Class A Preferred Stock ("FUNC Series B") having
substantially identical terms as the FFB Series B, the 350,000 outstanding
shares of FFB Series D Adjustable Rate Cumulative Preferred Stock ("FFB Series
D") were converted into a like number of shares of FUNC Series D Adjustable Rate
Cumulative Class A Preferred Stock ("FUNC Series D") having substantially
identical terms as the FFB Series D, and the 3.0 million net outstanding FFB
Depositary Receipts (each representing a 1/40th interest in a share of FFB
Series F 10.64% Preferred Stock ("FFB Series F")) were converted into a like
number of FUNC Depositary Receipts (each representing 1/40th interest in FUNC
Series F 10.64% Class A Preferred Stock ("FUNC Series F")) having substantially
identical terms as the FFB Series F.
The terms of the FUNC Series B, FUNC Series D and FUNC Series
F are set forth in FUNC's Articles of Amendment to its Articles of Incorporation
(the "Amendment"), a copy of which is being filed as an exhibit to this report.
A copy of a deposit agreement, dated as of January 1, 1996, between FUNC and
First Union National Bank of North Carolina, as Depositary ("Deposit
Agreement"), relating to the FUNC Depositary Receipts, is also being filed as an
exhibit to this report. The foregoing discussion is qualified in its entirely by
reference to the Amendment and the Deposit Agreement.
In connection with the Merger, Anthony P. Terracciano,
Juan Rodriguez Inciarte, Edward E. Barr, Arthur M. Goldberg, Frank M. Henry and
Joseph Neubauer, who formally were directors of FFB, have been elected directors
of FUNC by the FUNC Board of Directors. Mr. Terracciano, the former Chairman,
President and Chief Executive Officer of FFB, has also been elected President of
FUNC.
The information set forth under "THE MERGER - Interests of
Certain Persons" in the Joint Proxy Statement/Prospectus, dated September 5,
1995 and included in FUNC's Registration Statement No. 33-62307, is incorporated
herein by reference as additional information in response to this Item.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements. In response to this Item, the financial state-
ments of FFB for the year ended December 31, 1994, are incorporated
herein by reference in Exhibit (99)(a).
(b) Pro Forma Financial Information. In response to this Item, certain pro
forma financial information with respect to the Merger and certain
other acquisitions for the period ended September 30, 1995, is
incorporated herein by reference in Exhibit (99)(b).
(c) Exhibits.
Exhibit No. Description
(2) Agreement and Plan of
Merger, dated as of June
18, 1995, by and among
FUNC, FFB and First Union
Corporation of New Jersey.
(Incorporated by reference
to Exhibit (99) to FUNC's
Current Report on Form 8-K
dated June 21, 1995.)
(4)(a) Articles of Amendment to
the Registrant's Articles
of Incorporation, relating
to the shares of
Registrant's Series B
Convertible Class A
Preferred Stock, Series D
Adjustable Rate Cumulative
Class A Preferred Stock and
Series F 10.64% Class A
Preferred Stock, issued in
connection with the
acquisition of FFB.
(4)(b) Deposit Agreement, dated as
of January 1, 1996, between
FUNC and First Union
National Bank of North
Carolina, relating to the
Registrant's Depositary
Receipts, each representing
a 1/40th interest in a
share of Registrant's
Series F 10.64% Class A
Preferred Stock.
(99)(a) Financial statements of
FFB. (Incorporated by
reference to Exhibit
(99)(b) to FUNC's
current Report on Form 8-K
dated June 30, 1995.)
(99)(b) Pro forma financial infor-
mation. (Incorporated by
reference to Exhibit
(99)(b) to FUNC's 1995
Third Quarter Report on
Form 10-Q.)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST UNION CORPORATION
Date: January 10, 1996 By: /s/ James H. Hatch
------------------------
James H. Hatch
Senior Vice President and Corporate Controller
(Principal Accounting Officer)
EXHIBIT INDEX
Exhibit No. Description
(2) Agreement and Plan of
Merger, dated as of June
18, 1995, by and among
FUNC, FFB and First Union
Corporation of New Jersey.
(Incorporated by reference
to Exhibit (99) to FUNC's
Current Report on Form 8-K
dated June 21, 1995.)
(4)(a) Articles of Amendment to
the Registrant's Articles
of Incorporation, relating
to the shares of
Registrant's Series B
Convertible Class A
Preferred Stock, Series D
Adjustable Rate Cumulative
Class A Preferred Stock and
Series F 10.64% Class A
Preferred Stock, issued in
connection with the
acquisition of FFB.
(4)(b) Deposit Agreement, dated as
of January 1, 1996, between
FUNC and First Union
National Bank of North
Carolina, relating to the
Registrant's Depositary
Receipts, each representing
a 1/40th interest in a
share of Registrant's
Series F 10.64% Class A
Preferred Stock.
(99)(a) Financial statements of
FFB. (Incorporated by
reference to Exhibit
(99)(b) to FUNC's
current Report on
Form 8-K dated June 30,
1995.)
(99)(b) Pro forma financial infor-
mation. (Incorporated by
reference to Exhibit
(99)(b) to FUNC's 1995
Third Quarter Report on
Form 10-Q.)