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):
October 27, 1998
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 Peachtree 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 336-770-5000
Atlanta 404-332-5000
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Not applicable
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(Registrant's former address of principal executive offices)
Item 5. Other Events.
On October 27, 1997, Wachovia Corporation, a North Carolina corporation
(the "Registrant"), entered into an Agreement and Plan of Merger by and between
the Registrant and Interstate/Johnson Lane, Inc., a Delaware corporation
("IJL"), for a tax-free merger of the two companies pursuant to which each
outstanding share of common stock, par value $0.20 per share, of IJL would be
converted into the number of shares of Wachovia's common stock par value $5.00
per share equal to $32.00 divided by Wachovia's average stock price for the five
trading days preceding the effective date of the 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 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 IJL 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 October 27, 1998 announcing the
Proposed Merger.
99.2 Investor presentation materials distributed by the
Registrant on October 27, 1998 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: October 28, 1998
WACHOVIA CORPORATION
By: /s/ Kenneth W. McAllister
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Name: Kenneth W. McAllister
Title: Senior Executive Vice
President
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Exhibit Index
99.1 Press release dated October 27, 1998 announcing the Proposed Merger.
99.2 Investor presentation materials distributed by the Registrant on
October 27, 1998 relating to the Proposed Merger.
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