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):
August 6, 1997
WACHOVIA CORPORATION
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(Exact Name of Registrant as specified in its charter)
NORTH CAROLINA No. 1-9021 No. 56-1473727
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(State or other jurisdiction of (Commission (IRS employer
incorporation) File Number) Identification No.)
100 NORTH MAIN STREET, WINSTON-SALEM, NC 27101
191 PEACHSTREET STREET NE, ATLANTA, GA 30303
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
WINSTON-SALEM 910-770-5000
ATLANTA 404-332-5000
Not applicable
(Registrant's former address of principal executive offices)
Item 5. Other Events.
On August 6, 1997, Wachovia Corporation, a North Carolina corporation
(the "Registrant"), entered into an Agreement and Plan of Merger by and between
the Registrant and 1st United Bancorp, a Florida corporation ("1st United"), for
a tax-free merger of the two companies pursuant to which each outstanding share
of common stock, par value $0.01 per share, of 1st United would be converted
into an amount between 0.3 and 0.366 of a share of common stock, par value $5.00
per share, of the Registrant (the "Proposed Merger").
This current report on Form 8-K, including the investor materials,
contains certain forward looking statements with respect to the financial
condition, results of operations and business of Wachovia and the combined
company, including statements relating to: (a) the cost savings and accretion to
cash earnings and reported earnings that will be realized from the Proposed
Merger; (b) the impact on revenues of the Proposed Merger; and (c) the
restructuring charges expected to be incurred in connection with the Proposed
Merger. These forward looking statements involve certain risks and
uncertainties. Factors that may cause actual results to differ materially from
those contemplated by such forward looking statements include, among others, the
following possibilities: (1) expected costs savings from the Proposed Merger
cannot be fully realized or realized within the expected time frame; (2) costs
or difficulties related to the integration of the businesses of Wachovia and 1st
United are greater than expected; (3) revenues following the Proposed Merger are
lower than expected; (4) competitive pressure among depository institutions
increases significantly; (5) changes in the interest rate environment reduce
interest margins; (6) general economic conditions, either nationally or in the
states in which the combined company will be doing business, are less favorable
than expected; or (7) legislation or regulatory changes adversely affect the
businesses in which the combined company would be engaged.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press release dated August 7, 1997 announcing the
Proposed Merger.
99.2 Investor presentation materials used by the Registrant on
August 7, 1997 relating to the Proposed Merger.
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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.
Date August 7, 1997
WACHOVIA CORPORATION
By: /s/ Kenneth W. McAllister
Name: Kenneth W. McAllister
Title: Executive Vice President
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Exhibit Index
99.1 Press release dated August 7, 1997 announcing the Proposed Merger.
99.2 Investor presentation materials used by the Registrant on August 7,
1997 relating to the Proposed Merger.
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