SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 16, 2001
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First Union Corporation
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(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
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(Former name or former address, if changed since last report.)
Item 5. Other Events.
First Union Corporation ("First Union") is filing this amendment No. 1
to its Current Report on Form 8-K, dated April 16, 2001 (the "April 16 Form
8-K") for the purpose set forth below. As previously reported in the April 16
Form 8-K, First Union and Wachovia Corporation ("Wachovia") entered into an
Agreement and Plan of Merger, dated as of April 15, 2001, and amended and
restated, pursuant to which, among other things, Wachovia will merge with and
into First Union, with First Union as the surviving corporation (the "Merger").
Consummation of the Merger remains subject to various conditions, including
regulatory approval and approval of First Union and Wachovia shareholders.
The April 16 Form 8-K includes certain financial and other information
relating to the Merger (the "Merger Presentation Materials"), which are attached
as Exhibit 99(b) to such current report. The Merger Presentation Materials
contain certain information relating to the term "New GAAP," and the sole
purpose of this amendment is to provide a description of the term "New GAAP".
Accordingly, the April 16 Form 8-K is hereby amended to include the description
of "New GAAP" set forth below. Such description supplements, and should be read
together with, the Merger Presentation Materials, which, for convenience, are
attached hereto in the form filed on April 16, 2001 as Exhibit 99(b)(1) and are
incorporated by reference into this Item 5.
Description of "New GAAP"
In July 2001, the Financial Accounting Standards Board ("FASB") is
expected to issue new accounting standards that will result in significant
changes to generally accepted accounting principles for business combinations
and intangible assets. The new standards are expected to eliminate the use of
the pooling of interests method of accounting for business combinations such
that all business combinations will be accounted for using the purchase method
of accounting. Also, under the new standards, goodwill (the excess of the
purchase price over the fair value of net tangible and identifiable intangible
assets) will not be subject to amortization, but rather will be subject to
periodic reviews for impairment. Goodwill that is determined to be impaired will
be required to be written down to its fair value.
The FASB has stated that the new standards are expected to be effective
as follows: pooling of interests accounting will be eliminated for business
combinations initiated after June 30, 2001; goodwill that has been recorded as
of June 30, 2001, will continue to be amortized until December 31, 2001, for
companies with a calendar year-end, after which amortization will cease; and
goodwill for business combinations consummated after June 30, 2001, will not be
subject to amortization.
The provisions of the new standard on intangible assets will be very
complex to interpret and apply, particularly those related to measuring
impairment. This description is a summary only and is not intended to address
all of the complex provisions. More detailed information about the standards is
available on the FASB's website, www.fasb.org.
Until such time as the FASB issues the final standards, changes in the
provisions or in the
effective dates can occur.
Item 7. Exhibits.
(c) Exhibits.
99(b)(1) The Merger Presentation Materials.
* * *
This Current Report on Form 8-K/A (including information included or
incorporated by reference herein) may contain, among other things, certain
forward-looking statements with respect to each of First Union, Wachovia and the
combined company following the Merger, as well as the goals, plans, objectives,
intentions, expectations, financial condition, results of operations, future
performance and business of First Union, including, without limitation, (i)
statements relating to the benefits of the Merger, including future financial
and operating results, cost savings, enhanced revenues, and the accretion to
reported earnings that may be realized from the Merger, (ii) statements
regarding certain of First Union's goals and expectations with respect to
earnings, earnings per share, revenue, expenses, and the growth rate in such
items, as well as other measures of economic performance, including statements
relating to estimates of credit quality trends, and (iii) statements preceded
by, followed by or that include the words "may", "could", "would", "should",
"believes", "expects", "anticipates", "estimates", "intends", "plans", "targets"
"probably", "potentially", "projects" or similar expressions. These
forward-looking statements involve certain risks and uncertainties that are
subject to change based on various factors (many of which are beyond First
Union's control). The following factors, among others, could cause First Union's
financial performance to differ materially from the goals, plans, objectives,
intentions, and expectations expressed in such forward-looking statements: (1)
the risk that the businesses of First Union and Wachovia will not be integrated
successfully or such integration may be more difficult, time-consuming or costly
than expected; (2) expected revenue synergies and cost savings from the Merger
may not be fully realized or realized within the expected time frame; (3)
revenues following the Merger may be lower than expected; (4) deposit attrition,
operating costs, customer loss and business disruption following the Merger,
including, without limitation, difficulties in maintaining relationships with
employees, may be greater than expected; (5) the ability to obtain governmental
approvals of the Merger on the proposed terms and schedule; (6) the failure of
First Union's and Wachovia's stockholders to approve the Merger; (7) the
strength of the United States economy in general and the strength of the local
economies in which First Union conducts operations may be different than
expected resulting in, among other things, a deterioration in credit quality or
a reduced demand for credit, including the resultant effect on First Union's
loan portfolio and allowance for loan losses; (8) 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; (9) inflation,
interest rate, market and monetary fluctuations; (10) adverse conditions in the
stock market, the public debt market and other capital markets (including
changes in interest rate conditions) and the impact of such
conditions on First Union's capital markets and capital management activities,
including, without limitation, First Union's mergers and acquisition advisory
business, equity and debt underwriting activities, private equity investment
activities, derivative securities activities, investment and wealth management
advisory businesses, and brokerage activities; (11) the timely development of
competitive new products and services by First Union and the acceptance of these
products and services by new and existing customers; (12) the willingness of
customers to accept third party products marketed by First Union; (13) the
willingness of customers to substitute competitors' products and services for
First Union's products and services and vice versa; (14) the impact of changes
in financial services' laws and regulations (including laws concerning taxes,
banking, securities and insurance); (15) technological changes; (16) changes in
consumer spending and saving habits; (17) the effect of corporate
restructurings, acquisitions and/or dispositions, including, without limitation,
the Merger, and the actual restructuring and other charges related thereto; (18)
the growth and profitability of First Union's noninterest or fee income being
less than expected; (19) unanticipated regulatory or judicial proceedings; (20)
the impact of changes in accounting policies by the Securities and Exchange
Commission; (21) adverse changes in the financial performance and/or condition
of First Union's borrowers which could impact the repayment of such borrowers'
outstanding loans; and (22) the success of First Union 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 First Union with
the Securities and Exchange Commission.
First Union cautions that the foregoing list of factors is not
exclusive. All subsequent written and oral forward-looking statements concerning
the Merger or other matters and attributable to First Union or any person acting
on its behalf are expressly qualified in their entirety by the cautionary
statements above. First Union does not undertake any obligation to update any
forward-looking statement, whether written or oral, relating to the matters
discussed in this Current Report on Form 8-K/A.
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: June 25, 2001 By: /s/ Robert P. Kelly
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Name: Robert P. Kelly
Title: Executive Vice President and
Chief Financial Officer
Exhibit Index
Exhibit No. Description
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99(b)(1) The Merger Presentation Materials.