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):
May 13, 1999
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
Not applicable
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(Registrant's former address of principal executive offices)
Item 5. Other Events.
On May 13, 1999, Wachovia Corporation, a North Carolina corporation
("Wachovia"), entered into an Agreement and Plan of Merger with OFFITBANK
Holdings, Inc., a Delaware corporation ("OFFIT Holdings"), for a tax-free merger
of the two companies pursuant to which OFFIT Holdings would be merged into
Wachovia and each outstanding share of common stock, par value $0.01 per share,
of OFFIT Holdings would be converted into 0.2284 shares of Wachovia's common
stock, par value $5.00 per share (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 after OFFIT Holdings
merges with Wachovia, including statements relating to: (a) the reported
earnings that will be realized from the Proposed Merger; and (b) the impact on
revenues of 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) costs or difficulties related to
the combination of the businesses of Wachovia and OFFIT Holdings are greater
than expected; (2) revenues following the Proposed Merger are lower than
expected; (3) competitive pressure among financial institutions increases
significantly; (4) general economic conditions, or conditions in securities
markets are less favorable than expected; and (5) legislation or regulatory
changes adversely affect the businesses in which Wachovia would be engaged.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press release dated May 13, 1999 announcing the Proposed
Merger.
99.2 Investor presentation materials used by Wachovia on May
13, 1999 relating to the Proposed Merger.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Wachovia has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 14, 1999
WACHOVIA CORPORATION
By: /s/ Robert S. McCoy, Jr.
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Name: Robert S. McCoy, Jr.
Title: Vice Chairman and
Chief Financial Officer
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Exhibit Index
99.1 Press release dated May 13, 1999 announcing the Proposed Merger.
99.2 Investor presentation materials used by Wachovia on May 13, 1999
relating to the Proposed Merger.