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):
January 31, 1998
WACHOVIA CORPORATION
---------------------------------------------------
(Exact Name of Registrant as specified in its charter)
NORTH CAROLINA No. 1-9021 No. 56-1473727
-------------- ---------- --------------
(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
- ---------------------------------------------------------------- ------------
(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
(Registrant's former address of principal executive offices)
Item 5. Other Information.
On December 15, 1997, Wachovia Corporation, a North Carolina
corporation (the "Registrant"), consummated a tax-free merger by and between the
Registrant and Central Fidelity Banks, Inc., a Virginia corporation ("Central"),
pursuant to which each outstanding share of common stock, par value $5.00 per
share, of Central was converted into 0.63 shares of common stock, par value $5.0
per share, of the Registrant (the "Merger"). As a result, the Registrant issued
approximately 36.3 million shares of common stock for all the shares of Central
common stock. The transaction was accounted for as a pooling of interests.
One of the required criteria for pooling of interests accounting is
that the parties to the business combination must share mutually in the combined
risks and rights of the transaction. In order to satisfy this risk sharing
criteria of pooling of interests accounting, Securities and Exchange Commission
Accounting Series Release 135 provides that the risk sharing will have occurred
if no affiliate of either party to the merger transaction sells or otherwise
disposes of any common stock received in the transaction until such time as
financial results covering at least 30 days of post-merger combined operations
have been published.
In order to satisfy the risk sharing criteria, and thereby allow
affiliates of either party to the transaction to sell or otherwise dispose of
the Registrant's common stock acquired in the merger (in compliance with
Securities and Exchange Commission Rules 145 and 144 regarding resales of common
stock acquired in a business combination) the consolidated financial results of
the Registrant are presented as follows for the one month period ended January
31, 1998:
One Month Ended
January 31, 1998
----------------
($ in thousands,
except per share)
Net interest income $188,590
Provision for loan losses 25,099
--------
Net interest income after provision
for loan losses 163,491
Other income 89,427
Other expense 156,367 (1)
---------
Income before taxes 96,551
Applicable income taxes 33,075
--------
Net income $ 63,476
==========
Net income per share:
Basic $ .31
Diluted $ .30
Average shares outstanding
Basic 206,033
Diluted 210,416
(1) Included in other expense is $4,804 of Merger related
expenses. Net income excluding the after tax impact of merger
related expenses is $66,407 and represents net income per
diluted share of $ .32 .
In the opinion of management, the unaudited financial information for the one
month period ended January 31, 1998 includes all adjustments, consisting of
normal recurring adjustments, necessary to present fairly the results of
operations for the period ended. The results are not necessarily indicative of
the results for the entire year or quarterly interim periods.
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 February 13, 1998
WACHOVIA CORPORATION
By: Kenneth W. McAllister
Name: Kenneth W. McAllister
Title: Senior Executive Vice President