FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-9101
JEFFERSON BANKSHARES, INC.
Incorporated in the I.R.S. Employer ID No.
State of Virginia 54-1104491
123 East Main Street
Post Office Box 711
Charlottesville, Virginia 22902
Telephone (804) 972-1100
Indicate by a check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months and
(2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]
As of July 15, 1997, Registrant had 13,957,180 shares of its
$2.50 par value common stock issued and outstanding.
PART I. FINANCIAL INFORMATION
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Jefferson Bankshares, Inc. and Subsidiaries
Consolidated Balance Sheets
($ in thousands)
June 30 Dec. 31
1997 1996 1996
ASSETS
Cash and due from banks............................... $ 91,300 $ 84,568 $ 100,228
Federal funds sold and other money market investments. 17,000 15,000 -
Investment securities:
Available for sale (cost on June 30 of $152,419 in 153,843 193,023 178,073
1997 and $193,386 in 1996 and $176,104 on
December 31, 1996)
Held to maturity (fair value on June 30 372,558 418,678 430,981
of $372,614 in 1997 and $417,171 in 1996
and $432,673 on December 31, 1996)
Total investment securities........................... 526,401 611,701 609,054
Loans................................................. 1,442,989 1,282,949 1,365,949
Less: Unearned income................................. (126) (49) (95)
Allowance for loan losses....................... (15,590) (14,086) (14,656)
Net loans............................................. 1,427,273 1,268,814 1,351,198
Premises and equipment................................ 60,136 50,875 55,774
Other assets.......................................... 46,360 49,812 45,571
Total assets.......................................... $2,168,470 $2,080,770 $2,161,825
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Demand................................................ $ 324,435 $ 300,252 $ 311,817
Interest-bearing transaction accounts................. 822,014 800,706 824,671
Certificates of deposit $100,000 and over............. 123,208 96,108 110,260
Other time............................................ 606,816 597,602 644,361
Total deposits........................................ 1,876,473 1,794,668 1,891,109
Federal funds purchased and
securities sold under repurchase agreements......... 43,668 16,517 50,066
Other short-term borrowings........................... 20,000 25,000 -
Other liabilities..................................... 16,228 15,356 16,336
Total liabilities..................................... 1,956,369 1,851,541 1,957,511
Shareholders' Equity:
Preferred stock of $10.00 par value. Authorized
1,000,000 shares; issued none..................... - - -
Common stock of $2.50 par value. Authorized 32,000,000
shares; issued and outstanding 13,956,980 shares
June 30, 1997; and 15,144,572 shares June
30,1996; and 13,937,491 shares December 31, 1996.. 34,892 37,861 34,844
Capital surplus....................................... 49,722 48,010 48,720
Retained earnings..................................... 126,560 143,594 119,470
Unrealized gains(losses) on securities
available for sale, net............................ 927 (236) 1,280
Total shareholders' equity ........................... 212,101 229,229 204,314
Total liabilities and shareholders' equity............ $2,168,470 $2,080,770 $2,161,825
See accompanying notes to consolidated financial statements.
Jefferson Bankshares, Inc. and Subsidiaries
Consolidated Statements of Income
(in thousands except per share data)
Three months ended Six Months Ended
June 30 June 30
1997 1996 1997 1996
INTEREST INCOME
Interest and fees on loans .................. $31,796 $27,870 $62,041 $55,257
Income on investment securities:
Available for sale........................... 2,596 3,022 5,293 5,876
Held to maturity............................. 6,084 6,832 12,611 13,768
Other interest income........................ 45 116 107 275
Total interest income........................ 40,521 37,840 80,052 75,176
INTEREST EXPENSE
Interest-bearing transaction accounts........ 5,715 5,479 11,332 10,959
Certificates of deposit $100,000 and over.... 1,504 1,198 2,941 2,404
Other time deposits.......................... 7,494 7,311 15,315 14,990
Short-term borrowings........................ 788 392 1,424 562
Total interest expense....................... 15,501 14,380 31,012 28,915
NET INTEREST INCOME.......................... 25,020 23,460 49,040 46,261
PROVISION FOR LOAN LOSSES.................... 1,050 840 2,040 1,620
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES.............................. 23,970 22,620 47,000 44,641
NON-INTEREST INCOME
Trust income................................. 1,150 1,195 2,336 2,254
Service charges on deposit accounts.......... 2,460 2,521 4,831 4,921
Investment securities gains(losses).......... (4) 2 (4) 3
Mortgage loan sales income................... 129 205 274 365
Other income................................. 2,082 1,016 3,235 2,057
Total non-interest income.................... 5,817 4,939 10,672 9,600
NON-INTEREST EXPENSE
Salaries and employee benefits............... 10,887 10,373 21,659 20,653
Occupancy expense, net....................... 1,282 1,678 2,629 3,045
Equipment expense............................ 1,615 1,567 3,164 3,123
F.D.I.C. assessments......................... 62 30 108 61
Other expense................................ 3,624 3,235 7,166 6,740
Total non-interest expense................... 17,470 16,883 34,726 33,622
INCOME BEFORE INCOME TAXES................... 12,317 10,676 22,946 20,619
Provision for income taxes................... 4,270 3,698 7,950 7,106
NET INCOME................................... $ 8,047 $ 6,978 $14,996 $13,513
NET INCOME PER COMMON SHARE.................. $ .58 $ .46 $ 1.08 $ .89
AVERAGE SHARES OUTSTANDING................... 13,947 15,163 13,945 15,168
See accompanying notes to consolidated financial statements.
Jefferson Bankshares, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
($ in thousands)
Six months ended June 30
1997 1996
Cash flows from operating activities:
Net income.......................................... $ 14,996 $ 13,513
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization....................... 3,503 3,714
Accretion and amortization.......................... 1,738 1,856
Provision for loan losses........................... 2,040 1,620
Investment securities (gains)losses, net............ 4 (3)
Gain on sale of premises and equipment.............. (195) (65)
Decrease in interest receivable..................... 1,267 55
Decrease in interest payable........................ (13) (254)
(Increase)decrease in loans held for resale, net.... (104) 726
Other, net.......................................... (3,185) (4,603)
Total adjustments................................... 5,055 3,046
Net cash provided by
operating activities.............................. 20,051 16,559
Cash flows from investing activities:
Proceeds from maturities of investment securities
held to maturity.................................. 60,910 65,497
Proceeds from calls of investment securities
held to maturity.................................. 105 243
Purchases of investment securities held to maturity. (3,975) (31,374)
Proceeds from maturities of securities available
for sale.......................................... 6,300 6,200
Proceeds from sales of securities available
for sale.......................................... 17,026 979
Purchases of securities available for sale.......... - (16,750)
Net increase in loans............................... (78,129) (64,413)
Proceeds from sales of premises and equipment....... 666 695
Proceeds from sales of foreclosed properties........ 202 1,789
Purchases of premises and equipment................. (7,647) (2,511)
Net cash used in investing activities............... (4,542) (39,645)
Cash flows from financing activities:
Net increase(decrease) in deposits.................. (14,636) 1,469
Net increase in short-term borrowings............... 13,602 25,399
Repayment of long-term debt......................... - (15)
Proceeds from issuance of common stock.............. 1,139 461
Payments to acquire common stock.................... (1,024) (1,480)
Dividends paid...................................... (6,518) (6,208)
Net cash provided by financing activities........... (7,437) 19,626
Net increase(decrease) in cash
and cash equivalents.............................. 8,072 (3,460)
Cash and cash equivalents at beginning of period.... 100,228 103,028
Cash and cash equivalents at end of period.......... $108,300 $ 99,568
Supplemental disclosure of cash flow information
Cash payments for:
Interest.......................................... $ 31,025 $ 29,169
Income taxes...................................... 8,147 7,815
Non-cash investing and financing activities:
Loan balances transferred to foreclosed properties $ 87 $ 265
See accompanying notes to consolidated financial statements
Jefferson Bankshares, Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders' Equity
($ in thousands) Six Months Ended
June 30
1997 1996
Balance, January 1....................................... $204,314 $226,540
Net income............................................... 14,996 13,513
Cash dividends declared.................................. (6,971) (6,666)
Change in unrealized gains (losses) on securities
available for sale................................. (353) (3,139)
Issuance of common stock for:
Dividend Reinvestment Plan......................... 46 -
Employee Stock Purchase Plan....................... 4 -
1985 Long-Term Incentive Stock Plan................ 348 331
Deferred Compensation and Stock Purchase Plan for
Non-Employee Directors.......................... 589 130
Stock options...................................... 152 -
Acquisition of common stock ............................. (1,024) (1,480)
Balance, June 30......................................... $212,101 $229,229
See accompanying notes to consolidated financial statements.
Notes to Consolidated Financial Statements
($ in thousands)
Note 1 - General
The consolidated financial statements conform to generally accepted
accounting principles and to general industry practices. The accompanying
consolidated financial statements are unaudited. In the opinion of management,
all adjustments necessary for a fair presentation of the consolidated financial
statements have been included. All such adjustments are of a normal and
recurring nature. The notes included herein should be read in conjunction
with the notes to consolidated financial statements included in the
1996 Annual Report to shareholders of Jefferson Bankshares, Inc. (the
"Corporation").
Note 2 - Allowance for Loan Losses
A summary of transactions in the consolidated allowance for loan losses
for the six months ended June 30 follows:
1997 1996
Balance, January 1............................ $ 14,656 $ 13,432
Provision..................................... 2,040 1,620
Recoveries.................................... 490 356
Loan losses................................... (1,596) (1,322)
Balance, June 30.............................. $ 15,590 $ 14,086
Note 3 - Income Taxes
Income tax expense for the six months ended June 30 is different than
the amount computed by applying the statutory corporate federal income
tax rate of 35% to income before income taxes. The reasons for this
difference are as follows:
1997 1996
Tax expense at statutory rate......... $ 8,031 $ 7,217
Increase (reduction) in taxes
resulting from:
Tax exempt interest................... (244) (311)
Other, net............................ 163 200
Provision for income taxes............ $ 7,950 $ 7,106
Note 4 - Business Combination
On June 9, 1997, the Corporation entered into a definitive merger
agreement with Wachovia Corporation under which the Corporation would be
merged into Wachovia. Under the terms of the agreement, the
Corporation's shareholders would receive a tax-free exchange of 0.625 of
a share of Wachovia Common Stock for each share of the Corporation's
Common Stock. Based upon Wachovia's closing price of $62.125 on June 9,
1997, the last trading day prior to the announcement of the transaction,
the exchange ratio represented a price of $38.83 for each share of the
Corporation's Common Stock. Also in conjunction with the merger, the
Corporation entered into a Stock Option Agreement granting Wachovia an
option to purchase, subject to certain circumstances, up to 2,770,000
shares of the Corporation's Common Stock. The shares subject to the
option represented approximately 19.9 percent of the Corporation's
outstanding shares as of June 10, 1997.
Note 5 - Accounting Rule Change
In February 1997, the Financial Accounting Standards Board adopted
Statement of Financial Accounting Standards No. 128, Earnings per Share.
The Statement supersedes APB No. 15 and AICPA Accounting Interpretations
1-102 of Opinion 15. It replaces the presentation of primary earnings
per share (EPS) with a presentation of basic EPS. It also requires dual
presentation of basic and diluted EPS on the face of the income
statement for all entities with complex capital structures. Basic EPS
excludes dilution and is computed by dividing net income by the
weighted-average number of common shares outstanding. Diluted EPS
reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common
stock and then shared in the earnings of the entity. This statement is
effective for financial statements issued for periods ending after
December 15, 1997. Although earlier application is not permitted, an
entity is permitted to disclose proforma amounts computed using this
Statement in the notes to financial statements in periods prior to
required adoption. On a proforma basis, if the Corporation had adopted
this Statement at June 30, 1997, basic EPS would have been $.58 for the
three month period ended June 30, 1997 and $1.08 for the six month
period ended June 30, 1997. Diluted EPS would have been $.57 and $1.06
for the respective three and six month periods in 1997.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Management's discussion and analysis of financial information is
presented to aid the reader in understanding and evaluating the
financial condition and results of operations of the Corporation.
The analysis focuses on the Consolidated Financial Statements and
their accompanying notes. Highlighted in the discussion are material
changes from prior reporting periods and any identifiable trends
affecting the Corporation.
On June 9, 1997, the Corporation entered into a definitive merger
agreement with Wachovia Corporation under which the Corporation would be
merged into Wachovia. Under the terms of the agreement, the
Corporation's shareholders would receive a tax-free exchange of 0.625 of
a share of Wachovia Common Stock for each share of the Corporation Common
Stock. Based upon Wachovia's closing price of $62.125 on June 9, 1997,
the last trading day prior to the announcement of the transaction, the
exchange ratio represented a price of $38.83 for each share of the
Corporation's Common Stock. Also in conjunction with the merger, the
Corporation entered into a Stock Option Agreement granting Wachovia an
option to purchase, subject to certain circumstances, up to 2,770,000
shares of the Corporation's Common Stock. The shares subject to the
option represented approximately 19.9 percent of the Corporation's
outstanding shares as of June 10, 1997.
Financial Condition
Total assets on June 30, 1997 were $2.168 billion compared with
$2.081 billion one year earlier. At December 31, 1996, total assets
were $2.162 billion. Average total assets in the second quarter of 1997
were $2.145 billion compared with the second quarter 1996 average of
$2.051 billion. In the first half, total assets averaged $2.139 billion
in 1997 compared with $2.037 billion in 1996.
Loans, net of unearned income increased 12.5 percent to $1.443
billion on June 30, 1997, from the year earlier total of $1.283 billion.
Compared with the 1996 year-end total of $1.366 billion, the loan
portfolio has increased $77 million in 1997. Approximately $40 million
of that increase occurred in the second quarter, thus reflecting
continued strength in loan demand. Loan growth in the second quarter
was led by indirect instalment lending, mortgage lending, and
construction lending. Average loans, net of unearned income, increased
13 percent in the second quarter of 1997 to $1.424 billion from $1.261
billion in the second quarter of 1996. In the first half of 1997,
loans, net of unearned income, averaged $1.402 billion compared with
$1.243 billion in the same period in 1996.
Investment securities represent the second largest component of
earning assets. Investment securities decreased 14 percent to $526
million on June 30, 1997, from $612 million one year earlier. At year-
end 1996, investment securities totaled $609 million. Investment
securities were reduced in response to loan demand. In the second
quarter of 1997, total investment securities averaged $552 million in
1997, or 13 percent below the second quarter 1996 average of $631
million. Investment securities in the first half of 1997 averaged $571
million compared with $631 million in the first half of 1996.
On June 30, 1997, federal funds sold and money market investments
totaled $17 million compared with $15 million one year earlier. At
year-end 1996, the Corporation did not have any short-term money market
investments. In the second quarter of 1997, these investments averaged
$3 million compared with a second quarter 1996 average of $9 million.
In the first half of 1997, short-term investments averaged $4 million
compared with $11 million in the same period of 1996.
Total deposits on June 30, 1997 were $1.876 billion compared with
the year earlier total of $1.795 billion. At year-end 1996, deposits
totaled $1.891 billion. Non interest-bearing deposits at June 30, 1997,
increased 8 percent to $324 million from $300 million one year earlier.
For the same period, interest-bearing deposits increased 4 percent.
Average total deposits in the second quarter were $1.859 billion in 1997
and $1.772 billion in 1996. In the first half of 1997, total deposits
averaged $1.860 billion compared with $1.766 billion in the first half
of 1996.
Short-term borrowings totaled $64 million on June 30, 1997,
compared with $42 million one year earlier and $50 million at year-end
1996. In the second quarter, short-term borrowings averaged $60 million
in 1997 and $34 million in 1996. In the first half, short-term
borrowings averaged $55 million in 1997 and $26 million in 1996.
Results of Operations
Net income in the second quarter of 1997 increased 15 percent to a
quarterly record of $8.0 million from $7.0 million in the second quarter
of 1996. Net income per share also increased 26 percent in the second
quarter to $.58 in 1997 from $.46 in 1996. The stronger increase in net
income per share resulted from a reduction in shares outstanding through
a tender offer concluded in the fourth quarter of 1996.
In the first half of 1997, net income rose to a record high of
$14.9 million, or 11 percent above $13.5 million in the first half of
1996. Net income per share in the first half of 1997 increased 21
percent to $1.08 from $.89 in the first half of 1996.
Higher net income in the second quarter and first half of 1997 led
to higher profitability ratios. The return on average assets increased
to 1.50 percent in the second quarter of 1997 compared with 1.36 percent
in the second quarter of 1996. In the first half, this ratio was 1.40
percent in 1997 and 1.33 percent in 1996.
The return on average shareholders' equity also improved in the
second quarter and first half of 1997 compared with the same periods in
1996. In the second quarter this ratio advanced to 15.28 percent in
1997 from 12.11 percent in 1996. In the first half the return on
average shareholders' equity increased to 14.34 percent in 1997 from
11.76 percent in 1996. In addition to higher net income, a reduction in
capital from the 1996 tender offer contributed to the increase in the
return on equity in both the second quarter and first half of 1997.
The increase in second quarter 1997 net income was attributable to
a 7 percent increase in net interest income and an 18 percent increase
in non-interest income. Higher first half net income resulted from a 6
percent increase in net interest income and an 11 percent increase in
non-interest income. Non-interest expense also was a factor in second
quarter and first half earnings comparisons between 1997 and 1996, as it
increased only 4 percent in the second quarter and 3 percent in the
first half.
Net interest income increased 7 percent in the second quarter of
1997 on the strength of a 7 percent increase in interest income. The
increase in interest income was attributable to loan growth and to an
increase in the prime lending rate, which occurred near the end of the
first quarter of 1997. Interest expense increased 8 percent in the
second quarter of 1997 as the result of a 6 percent increase in
interest-bearing liabilities and higher rates paid on those balances.
In the first half of 1997, net interest income increased 6 percent
over the amount recorded in the first half of 1996. Interest income
increased 6 percent in the first half of 1997 and interest expense
increased 7 percent. Interest income benefited from a 5 percent increase
in average earning assets and an increase in loans as a proportion of
earning assets. In addition, the yield on average earning assets
increased 12 basis points in the first half of 1997 to 8.18 percent.
Interest expense was 7 percent higher in the first half of 1997,
principally as a result of a 6 percent increase in average
interest-bearing liabilities. The average cost of interest-bearing
liabilities increased only 3 basis points in the first half of 1997 to
3.85 percent.
The factors that affected net interest income in the second quarter
and first half of 1997 led to improvements in the net interest margin
for both periods. In the second quarter, the net interest margin was
5.11 percent in 1997 compared with 5.00 percent in 1996. In the first
half, the net interest margin was 5.02 percent in 1997 and 4.98 percent
in 1996.
In recognition of the increase in loans, an increase in net loan
losses, and industry trends in credit quality measures, the provision
for loan losses was increased in 1997. In the second quarter, the
provision for loan losses was $1.1 million in 1997 compared with $840
thousand in 1996. In the first half, the provision was $2 million in
1997 and $1.6 million in 1996.
On June 30, 1997, the allowance for loan losses was $15.6 million,
or 1.08 percent of loans, net of unearned income. One year earlier, the
allowance was $14.1 million, or 1.10 percent of loans, net of unearned
income. In the second quarter of 1997, net loan losses were $547
thousand, or .15 percent of average loans. In the second quarter of
1996, net loan losses were $532 thousand, or .17 percent of average
loans. After six months net loan losses were $1.1 million in 1997
and $966 thousand in 1996. Those amounts represented .16 percent of
average loans in the first half of 1997 and 1996, respectively.
Non-interest income increased 18 percent in the second quarter and
11 percent in the first half of 1997 over amounts recorded in the
comparable periods in 1996. In the second quarter of 1997, non-interest
income included $594 thousand from the sale of merchant credit card
operations and $257 thousand from the sale of land previously held for
expansion. After taxes, these gains amounted to $553 thousand, or $.04
per share. Income from sales of mortgage loans decreased in the second
quarter and first half of 1997 as the result of a decrease in fixed-rate
mortgage loan originations. Other income rose in both the second
quarter and first half of 1997 as the result of the previously noted
gains and from higher revenues from automated teller machine fees.
Non-interest expense increased 4 percent in the second quarter and
3 percent in the first half of 1997 over amounts recorded in the
comparable 1996 periods. Two non-recurring items recorded in the second
quarter of 1996 affected non-interest expense comparisons with
comparable periods in the second quarter and first half of 1997. A
writedown of certain real estate, in accordance with Statement of
Financial Accounting Standards No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed of, raised
occupancy expense $438 thousand in the second quarter of 1996. Also, a
recovery from the sale of a foreclosed property in the second quarter of
1996 lowered other expense $448 thousand. The net effect of these two
non-recurring items was not significant to total non-interest expense,
but affected comparisons with 1997 amounts for occupancy expense and
other expense.
LIQUIDITY
A financial institution's liquidity requirements are measured by
its need to meet deposit withdrawals, fund loans, maintain reserve
requirements, and operate the organization. To meet its liquidity
needs, the Corporation maintains cash reserves and has an adequate flow
of funds from maturing loans, investment securities, and short-term
investments. In addition, the Corporation's bank affiliate has the
ability to borrow from the Federal Reserve and from the Federal Home
Loan Bank. The Corporation considers its sources of liquidity to be
ample to meet its needs.
CAPITAL RESOURCES
On June 30, 1997, shareholders' equity totaled $212 million, or 9.8
percent of total assets. Included in shareholders' equity on June 30,
1997 were unrealized gains, net of the deferred tax effect, of $927
thousand on securities available for sale. In the first half of 1997,
shareholders' equity averaged $209 million, or 9 percent below the first
half 1996 average of $230 million. On June 30, 1997, the book value of
a share of common stock was $15.20 compared with $15.14 a year earlier.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
On April 22, 1997, the Corporation held its annual meeting of shareholders,
at which time shareholders elected 13 directors to serve until the next annual
meeting of shareholders, and approved the selection of KPMG Peat Marwick LLP
as the Corporation's independent auditors for 1997. The number of votes cast
for and the number of votes withheld for each director are set forth below:
For Withhold Authority
John T. Casteen, III 11,650,615 268,387
Hovey S. Dabney 11,650,894 268,108
Lawrence S. Eagleburger 11,659,197 259,805
Hunter Faulconer 11,643,737 275,265
Fred L. Glaize, III 11,666,134 252,868
Henry H. Harrell 11,663,575 255,427
Alex J. Kay, Jr. 11,663,747 255,255
J. A. Kessler, Jr. 11,668,403 250,600
O. Kenton McCartney 11,667,328 251,674
W. A. Rinehart, III 11,645,862 273,140
Gilbert M. Rosenthal 11,653,520 265,482
Alson H. Smith, Jr. 11,658,934 260,068
H. A. Williamson, Jr. 11,663,950 255,052
The number of votes cast for and against KPMG Peat Marwick LLP as independent
auditors for 1997 as well as the number of abstentions in connection with
such vote, are set forth below:
For: 11,807,753 Against: 56,703 Abstain: 54,545
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The exhibits listed on the accompanying Index to Exhibits
immediately following the signature page are filed as part
of, or incorporated by reference into, this report.
(b) Reports on Form 8-K
During the second quarter of 1997, Jefferson Bankshares, Inc.
filed a report on Form 8-K for the pending merger of Jefferson Bankshares,
Inc. into Wachovia Corporation. The merger is expected to close
no later than October 31, 1997.
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 thereunto duly authorized.
JEFFERSON BANKSHARES, INC.
August 7, 1997 By: O. Kenton McCartney
President and
Chief Executive Officer
and
By: Allen T. Nelson, Jr.
Senior Vice President,
Chief Financial Officer,
and Treasurer
EXHIBIT INDEX
Exhibit No. Page
3. Articles of Incorporation and Bylaws:
(a) Articles of Incorporation incorporated by
reference to Jefferson Bankshares' Annual
Report on Form 10-K for 1984.
(b) Articles of Amendment to Articles of
Incorporation dated May 7, 1987, incorporated
by reference to Jefferson Bankshares' report
on Form 10-Q for the quarter ended June 30,
1987.
(c) Articles of Amendment to Articles of
Incorporation dated March 23, 1993, incorporated
by reference to Jefferson Bankshares' report
on Form 10-Q for the quarter ended June 30, 1993.
(d) Amended and Restated Bylaws dated January 24, 1995,
incorporated by reference to Jefferson Bankshares'
Annual Report on Form 10-K for 1994.
(e) Amendment dated September 25, 1996 to the Amended
and Restated Bylaws, incorporated by reference to
Jefferson Bankshares' report on Form 10-Q for the
quarter ended September 30, 1996.
4. Instruments defining the rights of security holders
including indentures:
(a) Articles of Incorporation, incorporated by reference
to Jefferson Bankshares' Annual Report on
Form 10-K for 1984.
(b) Articles of Amendment to Articles of
Incorporation dated May 7, 1987, incorporated
by reference to Jefferson Bankshares' report
on Form 10-Q for the quarter ended June 30,
1987.
(c) Articles of Amendment to Articles of
Incorporation dated March 23, 1993,
incorporated by reference to Jefferson
Bankshares' report on Form 10-Q for the
quarter ended June 30, 1993.
10. Material Contracts:
(a) Senior Officers Supplemental Pension Plan,
incorporated by reference to Jefferson
Bankshares' Annual Report on Form 10-K for 1982.
(b) Split Dollar Life Insurance Plan, incorporated
by reference to Jefferson Bankshares' Annual
Report on Form 10-K for 1984.
(c) Incentive Stock Plan, incorporated by reference
to Jefferson Bankshares' report on Form 10-Q for
the quarter ended June 30, 1985.
(d) Amendment dated April 28, 1992 to the Incentive
Stock Plan, incorporated by reference to Exhibit
10(f) to Form S-4 of Jefferson Bankshares, File No.
33-47929.
(e) Amendment dated July 22, 1997 to the Incentive Stock
Plan is filed herewith. 15
(f) 1995 Long Term Incentive Stock Plan, incorporated
by reference to Exhibit 99(a) to Form S-8 of
Jefferson Bankshares, File No. 33-60799.
(g) Amendment dated June 27, 1995 to Long Term Incentive
Stock Plan, incorporated by reference to Jefferson
Bankshares' report on Form 10-Q for the quarter ended
June 30, 1995.
(h) Deferred Compensation and Stock Purchase Plan for
Non-Employee Directors, incorporated by reference
to Exhibit 99(a) to Form S-8 of Jefferson Bankshares,
File No. 33-57461.
(i) First Amendment dated January 28, 1997 to Deferred
Compensation and Stock Purchase Plan for Non-Employee
Directors, incorporated by reference to Jefferson
Bankshares' Annual Report on Form 10-K for 1996.
(j) Executive Continuity Agreement dated April 22, 1997
between Jefferson Bankshares and O. Kenton McCartney
is filed herewith. 16
(k) Executive Continuity Agreement dated April 22, 1997
between Jefferson Bankshares and Robert H. Campbell, Jr.
is filed herewith. 28
(l) Executive Continuity Agreement dated April 22, 1997
between Jefferson Bankshares and Allen T. Nelson, Jr.
is filed herewith. 40
(m) Executive Continuity Agreement dated April 22, 1997
between Jefferson Bankshares and William M. Watson, Jr.
is filed herewith. 52
(n) Amended and Restated Split Dollar Life Insurance
Agreement dated October 29, 1993 between Jefferson
Bankshares and Robert H. Campbell, Jr., incorporated
by reference to Jefferson Bankshares' Annual Report
on Form 10-K for 1993.
(o) Amendment dated February 15, 1995, to the Amended
and Restated Split Dollar Life Insurance Agreement
dated October 29, 1993 between Jefferson Bankshares
and Robert H. Campbell, Jr., incorporated by reference
to Jefferson Bankshares' report on Form 10-Q for the
quarter ended March 31, 1995.
(p) Amended and Restated Split Dollar Life Insurance
Agreement dated October 29, 1993 between Jefferson
Bankshares and O. Kenton McCartney, incorporated by
reference to Jefferson Bankshares' Annual Report on
Form 10-K for 1993.
(q) Amendment dated as of May 19, 1994, to the Amended
and Restated Split Dollar Life Insurance Agreement
dated October 29, 1993 between Jefferson Bankshares
and O. Kenton McCartney, incorporated by reference
to Exhibit 10(p) to Form S-4 of Jefferson Bankshares,
File No. 33-53727.
(r) Amendment dated as of March 12, 1997, to the Amended and
Restated Split Dollar Life Insurance Agreement dated
October 29, 1993 between Jefferson Bankshares and O.
Kenton McCartney is filed herewith. 64
(s) Split Dollar Life Insurance Agreement dated
January 6, 1995 between Jefferson Bankshares, Inc. and
Allen T. Nelson, Jr., incorporated by reference to
Jefferson Bankshares' Annual Report on Form 10-K for 1994.
(t) Amended and Restated Split Dollar Life Insurance
Agreement dated October 29, 1993 between Jefferson
Bankshares and William M. Watson, Jr., incorporated by
reference to Jefferson Bankshares' Annual Report on
Form 10-K for 1995.
(u) Amendment dated as of June 1, 1997, to the Amended
and Restated Split Dollar Life Insurance Agreement
between Jefferson Bankshares and William M. Watson, Jr. 67
is filed herewith.
27. Financial Data Schedule 70