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) December 2, 1997
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FIRST UNION CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 1-10000 56-0898180
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One First Union Center
Charlotte, North Carolina 28288-0013
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(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.)
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Item 5. Other Events.
On December 2, 1997, First Union Corporation (the "Corporation") issued
a news release (the "News Release") announcing certain new financial performance
guidelines, assuming, among other things, that the acquisition of CoreStates
Financial Corp ("CoreStates") by the Corporation is consummated by April 30,
1998. Such performance guidelines also exclude the merger-related restructuring
charges expected to be taken by the Corporation in connection with the
CoreStates acquisition. In addition, following the issuance of the News Release,
the Corporation intends to hold certain meetings with analysts and others with
respect to the matters contained in the News Release. At such meetings, certain
financial and other information relating to the News Release is to be presented
(the "Presentation Materials").
A copy of the News Release is being filed as Exhibit (99)(a) to this
report. A copy of the visual portion of the Presentation Materials is being
filed as Exhibit (99)(b) to this report. The News Release and the Presentation
Materials are incorporated herein by reference.
The News Release and certain of the Presentation Materials contain, among
other things, certain forward-looking statements with respect to the goals,
plans, objectives, intentions, expectations, financial condition, results of
operations, future performance and business of the Corporation, including (i)
statements relating to the Corporation's goals with respect to (a) growth in
earnings per share, (b) return on equity, (c) return on assets, (d) overhead
efficiency ratio, (e) tier 1 leverage ratio, (f) annualized net charge-offs, (g)
dividend pay-out ratio, and (h) fee income as a percentage of total revenue, and
(ii) statements preceded by, followed by or that include the words "believes",
"expects", "anticipates", "estimates" or similar expressions. These
forward-looking statements involve risks and uncertainties that are subject to
change based on various important factors (some of which are beyond the
Corporation's control). The following factors, among others, could cause the
Corporation's financial performance to differ materially from the goals, plans,
objectives, intentions and expectations expressed in such forward-looking
statements: (1) the strength of the United States economy in general and the
strength of the local economies in which the Corporation conducts operations;
(2) the effects of, and changes in, trade, monetary and fiscal policies and
laws, including interest rate policies of the Board of Governors of the Federal
Reserve System; (3) inflation, interest rate, market and monetary fluctuations;
(4) the timely development of and acceptance of new products and services of the
Corporation and the perceived overall value of these products and services by
users, including the features, pricing and quality compared to competitors'
products and services; (5) the willingness of users to substitute competitors'
products and services for the Corporation's products and services; (6) the
success of the Corporation in gaining regulatory approval of its products and
services, when required; (7) the impact of changes in financial services' laws
and regulations (including laws concerning taxes, banking, securities and
insurance); (8) technological changes; (9) changes in consumer spending and
saving habits; (10) the impact of pending and completed acquisitions on the
Corporation, including the success of the Corporation in fully realizing or
realizing within the expected time frame expected cost savings and/or revenue
enhancements from such pending or completed acquisitions, including, without
limitation, the expected cost savings and revenue enhancements expected from the
CoreStates and Signet Banking Corporation acquisitions; and (11) the success of
the Corporation at managing the risks involved in the foregoing. Additional
information with respect to factors that may cause actual results to differ
materially from those contemplated by such forward-looking
statements is included in the reports filed by the Corporation with the
Securities and Exchange Commission (the "Commission") in 1997, including,
without limitation, the Current Reports on Form 8-K dated July 21, 1997, August
20, 1997, November 18, 1997 and November 28, 1997, and the 1997 Third Quarter
Report on Form 10-Q, and may be included in subsequent reports filed by the
Corporation with the Commission.
The Corporation cautions that the foregoing list of important factors
is not exclusive, and neither such list nor any such forward-looking statement
takes into account the impact that any future acquisitions may have on the
Corporation and any such forward-looking statement. In addition, the Corporation
does not intend to update any forward-looking statement, whether written or
oral, relating to the matters discussed in the News Release, the Presentation
Materials and herein.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
(99)(a) The News Release.
(99)(b) The Presentation Materials.
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: December 2, 1997 By: /s/ Kent S. Hathaway
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Name: Kent S. Hathaway
Title: Senior Vice President
EXHIBIT INDEX
Exhibit No. Description
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(99)(a) The News Release.
(99)(b) The Presentation Materials.