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1998 Form 10-Q
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United States Securities and Exchange Commission
Washington, DC 20549
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the Quarterly Period Ended September 30, 1998
Commission File Number 1-9021
Wachovia Corporation
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Incorporated in the State of North Carolina
IRS Employer Identification Number 56-1473727
Address and Telephone:
100 North Main Street, Winston-Salem, North Carolina, 27101,
(336) 770-5000
191 Peachtree Street NE, Atlanta, Georgia, 30303, (404) 332-5000
As of September 30, 1998, Wachovia Corporation had 202,751,280 shares of common
stock outstanding.
Wachovia Corporation (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.
Documents Incorporated by Reference
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Financial Information for the quarter ended September 30, 1998 is incorporated
by reference to the Wachovia Corporation Financial Supplement (the "Financial
Supplement") in Exhibit 19 as indicated in the table below. Except for parts of
the Financial Supplement expressly incorporated herein by reference, the
Financial Supplement is not to be deemed filed with the Securities and Exchange
Commission.
Part I
Item 1. Financial Statements
The information required by this item is incorporated by reference to the tables
titled "Selected Period-End Data" and "Common Stock Data--Per Share" on page 3
of the Financial Supplement and to the following consolidated financial
statements on pages 26 through 29 of the Financial Supplement:
Consolidated Statements of Condition
Consolidated Statements of Income
Consolidated Statements of Shareholders' Equity
Consolidated Statements of Cash Flows
The above referenced Financial statements do not include all information and
footnotes required under generally accepted accounting principles. However,
in the opinion of management, the profit and loss information presented in the
interim financial statements reflects all adjustments necessary to present
fairly the results of operations for the periods presented. Adjustments
reflected in the third quarter of 1998 figures are of a normal, recurring
nature. The results of operations shown in the interim statements are not
necessarily indicative of the results that may be expected for the entire year.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The information required by this item is incorporated by reference to the
information appearing under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 4 through 25 of the
Financial Supplement.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The information required by this item is incorporated by reference to the
information appearing under the subheading "Asset and Liability Management,
Interest Rate Sensitivity and Liquidity Management" on pages 13 through 16 of
the Financial Supplement.
Part II
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submissions of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits and Report 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.
A Current Report on Form 8-K dated October 8, 1998 was filed with the Securities
and Exchange Commission to report certain agreements with third parties to
underwrite the issuance of $250 million in Senior Floating Rate Notes due
September 28, 2000 and $300 million in Senior Floating Rate Notes due October 9,
2001.
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, thereunto duly authorized.
November 12, 1998 WACHOVIA CORPORATION
By: Robert S. McCoy, Jr.
Senior Executive Vice President
and Chief Financial Officer
And
By: Donald K. Truslow
Executive Vice President,
Treasurer and Comptroller
Item 6. Exhibits
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1.1 Underwriting agreement dated September 18, 1998 between Wachovia
Corporation and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated as the Underwriter with respect to the sale by
Wachovia Corporation and the purchase by the Underwriter of
$250,000,000 aggregate principal amount of Senior Floating Rate Notes
due September 28, 2000. (Exhibit 1.1 to Report on Form 8-K dated
October 8, 1998, File No. 1-9021*)
1.2 Underwriting agreement dated September 30, 1998 between Wachovia
Corporation and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Chase Securities Inc., Credit Suisse First Boston
Corporation, J.P. Morgan Securities, Inc., Morgan Stanley & Co.
Incorporated, Salamon Smith Barney Inc. as the Underwriters with
respect to the sale by Wachovia Corporation and the purchase by the
Underwriters, acting severally and not jointly, of $300,000,000
aggregate principal amount of Senior Floating Rate Notes due October 9,
2001. (Exhibit 1.2 to Report on Form 8-K dated October 8, 1998, File
No. 1-9021*)
3.1 Amended and Restated Articles of Incorporation of the registrant.
(Exhibit 3.1 to Report on Form 10-Q of Wachovia Corporation for the
quarter ended June 30, 1998, File No. 1-9021*)
3.2 Bylaws of the registrant as amended (Exhibit 3.2 to Quarterly Report on
Form 10-Q of Wachovia Corporation for the quarter ended September 30,
1997, File No. 1-9021*).
4 Instruments defining the rights of security holders, including
indentures - Wachovia Corporation hereby agrees to furnish to the
Commission, upon request, a copy of any instruments defining the rights
of security holders that are not required to be filed.
4.1 Articles IV, VII, IX, X and XI of the registrant's Amended and Restated
Articles of Incorporation (Included in Exhibit 3.1 hereto).
4.2 Article 1, Section 1.8, and Article 6 of the registrant's Bylaws
(Included in Exhibit 3.2 hereto).
4.3 Indenture dated as of May 15, 1986 between South Carolina National
Corporation and Morgan Guaranty Trust Company of New York, as Trustee,
relating to $35,000,000 principal amount of 6 1/2% Convertible
Subordinated Debentures due in 2001 (Exhibit 28 to S-3 Registration
Statement of South Carolina National Corporation, File No. 33-7710*).
4.4 First Supplemental Indenture dated as of November 26, 1991 by and among
South Carolina National Corporation, Wachovia Corporation and Morgan
Guaranty Trust Company of New York, Trustee, amending the Indenture
described in Exhibit 4.3 hereto (Exhibit 4.10 to Report on Form 10-K of
Wachovia Corporation for the fiscal year ended December 31, 1991, File
No. 1-9021*).
4.5 Indenture dated as of March 15, 1991 between South Carolina National
Corporation and Bankers Trust Company, as Trustee, relating to certain
unsecured subordinated securities (Exhibit 4(a) to S-3 Registration
Statement of South Carolina National Corporation, File No. 33-39754*).
4.6 First Supplemental Indenture dated as of January 24, 1992 by and among
South Carolina National Corporation, Wachovia Corporation and Bankers
Trust Company, as Trustee, amending the Indenture described in Exhibit
4.5 hereto (Exhibit 4.12 to Report on Form 10-K of Wachovia Corporation
for the fiscal year ended December 31, 1991, File No. 1-9021*).
4.7 Form of Indenture dated July 15, 1998 between The Chase Manhattan Bank,
as trustee, and Wachovia Corporation relating to subordinated debt
securities (Exhibit 4(b) to Form S-3 Registration Statement of Wachovia
Corporation, File No. 333-59165*).
4.8 Indenture dated as of August 15, 1996 between Wachovia Corporation and
The Chase Manhattan Bank, as Trustee, relating to senior securities
(Exhibit 4(a) of Post-Effective Amendment No. 1 to Form S-3 (Shelf)
Registration Statement of Wachovia Corporation, File No. 33-6280*).
4.9 Indenture between Wachovia Corporation, Wachovia Capital Trust II and
First National Bank of Chicago, as Trustee, relating to Floating Rate
Junior Subordinated Deferrable Interest Debentures (Junior Subordinated
Debentures). (Exhibit 4(c) of Amendment No. 1 to Form S-3 Registration
Statement of Wachovia Corporation and Wachovia Capital Trust II dated
January 22, 1997, File No. 333-19365.)
4.10 Amended and Restated Declaration of Trust of Wachovia Capital Trust II,
relating to Preferred Securities (Exhibit 4(b)(iv) of Amendment No. 1
to Form S-3 Registration Statement of Wachovia Corporation and Wachovia
Capital Trust II dated January 22, 1997, File No. 333-19365).
4.11 Preferred Securities Guarantee Agreement of Wachovia Corporation
(Exhibit 4 (g) of Amendment No. 1 to Form S-3 Registration Statement of
Wachovia Corporation and Wachovia Capital Trust II dated January 22,
1997, File No. 333-19365).
4.12 Indenture between Central Fidelity Banks, Inc. and Chemical Bank, as
Trustee, relating to $150,000,000 principal amount of subordinated debt
securities (Exhibit 4.1 to Form 8-K of Central Fidelity Banks, Inc.,
dated November 18, 1992, File No. 0-8829).
4.13 Indenture between Central Fidelity Banks, Inc., Central Fidelity
Capital Trust I and The Bank of New York, as Trustee, relating to
$100,000,000 Floating Rate Junior Subordinated Debentures (Exhibit 4.1
to Form S-3 Registration Statement of Central Fidelity Banks, Inc.,
dated April 23, 1997, File No. 333-28917).
4.14 Amended and Restated Declaration of Trust of Central Fidelity Capital
Trust I (Exhibit 4.4 to Form S-3 Registration Statement of Central
Fidelity Banks, Inc., dated April 23, 1997, File No. 333-28917).
4.15 Form of New Guarantee Agreement for the benefit of the holders of the
Trust Securities (Exhibit 4.6 to Form S-3 Registration Statement of
Central Fidelity Banks, Inc., dated as of April 23, 1997, File No.
333-28917).
10.1 Deferred Compensation Plan of Wachovia Bank of North Carolina, N.A.
(Exhibit 10.1 to Report on Form 10-K of Wachovia Corporation for the
fiscal year ended December 31,1992, File No. 1-9021*).
10.2 1983 Amendment to Deferred Compensation Plan described in Exhibit 10.1
hereto (Exhibit 10.2 to Report on Form 10-K Wachovia Corporation for
the fiscal year ended December 31, 1992, File No. 1-9021*).
10.3 1986 Amendment to Deferred Compensation Plan described in Exhibit 10.1
hereto (Exhibit 10.9 to Report on Form 10-K of First Wachovia
Corporation for the fiscal year ended December 31, 1986, File No.
1-9021*).
10.4 Senior Management Incentive Plan of Wachovia Corporation as amended
through April 22, 1994 (Exhibit 10.2 to Quarterly Report on Form 10-Q
of Wachovia Corporation for the quarter ended March 31, 1994, File No.
1-9021*).
10.5 Retirement Savings and Profit-Sharing Benefit Equalization Plan of
Wachovia Corporation (Exhibit 10.3 to Quarterly Report on Form 10-Q of
Wachovia Corporation for the quarter ended June 30, 1995, File No.
1-9021*).
10.6 Form of Employment Agreement between Wachovia Corporation an L.M.
Baker, Jr., Robert S. McCoy, Jr., G. Joseph Prendergast and Walter E.
Leonard, Jr. (Exhibit 10 to Quarterly Report on Form 10-Q of Wachovia
Corporation for the quarter ended March 31, 1997, File No. 1-9021*).
10.7 Form of Employment Agreement between Wachovia Corporation and Hugh M.
Durden (Exhibit 10.12 to Report on Form 10-K of Wachovia Corporation
for the fiscal year ended December 31, 1996, File No. 1-9021*).
10.8 Agreement between Wachovia Corporation and Mr. John G. Medlin, Jr.
(Exhibit 10.13 to Report on Form 10-Q of Wachovia Corporation for the
quarter ended June 30, 1998, File No. 1-9021*)
10.9 Executive Retirement Agreement between Wachovia Corporation and Mr.
John G. Medlin, Jr. (Exhibit 10.18 to Report on Form 10-K of First
Wachovia Corporation for the fiscal year ended December 31, 1987, File
No. 1-9021*).
10.10 Amendment to Executive Retirement Agreement described in Exhibit 10.9
hereto (Exhibit 10.17 to Report on Form 10-K of Wachovia Corporation
for the fiscal year ended December 31, 1991, File No. 1-9021*).
10.11 Amendment to Executive Retirement Agreement described in Exhibit 10.9
hereto (Exhibit 10.3 to Quarterly Report on Form 10-Q of Wachovia
Corporation for the quarter ended September 30, 1993, File No.
1-9021*).
10.12 Amendment to Executive Retirement Agreement described in Exhibit 10.9
hereto (Exhibit 10.4 to Quarterly Report on Form 10-Q of Wachovia
Corporation for the quarter ended September 30, 1993, File No.
1-9021*).
10.13 Form of Executive Retirement Agreements between Wachovia Corporation
and Messrs. L.M. Baker, Jr., G. Joseph Prendergast, Walter E. Leonard,
Jr., and Hugh M. Durden, dated as of January 27, 1995 (Exhibit 10.1 to
Quarterly Report on Form 10-Q of Wachovia Corporation for the quarter
ended June 30, 1995, File No. 1-9021*).
10.14 Executive Retirement Agreement between Wachovia Corporation and Mr.
Robert S. McCoy, Jr. (Exhibit 10.2 to Quarterly Report on Form 10-Q
of Wachovia Corporation for the quarter ended June 30, 1995, File No.
1-9021*).
10.15 Amendment to Executive Retirement Agreements described in Exhibits
10.13 and 10.14 hereto (Exhibit 10.21 to Report on Form 10-K of
Wachovia Corporation for the fiscal year ended December 31, 1996, File
No. 1-9021*).
10.16 Senior Management and Director Stock Plan of Wachovia Corporation
(Exhibit 10 to Quarterly Report on Form 10-Q of First Wachovia
Corporation for the quarter ended March 31, 1989, File No. 1-9021*).
10.17 1990 Declaration of Amendment to Senior Management and Director Stock
Plan as described in Exhibit 10.16 hereto (Exhibit 10.17 to Report on
Form 10-K of First Wachovia Corporation for fiscal year ended December
31, 1989, File No. 1-9021*).
10.18 1996 Declaration of Amendment to Senior Management and Director Stock
Plan as described in Exhibit 10.16 hereto (Exhibit 10.24 to Report on
Form 10-K of Wachovia Corporation for fiscal year ended December 31,
1996, File No. 1-9021*).
10.19 Deferred Compensation Plan dated as of January 19, 1987, as amended
(Exhibit 10(c) to Report on Form 10-K of South Carolina National
Corporation for the fiscal year ended December 31, 1986, File No.
0-7042*).
10.20 Amendment to Deferred Compensation Plan described in Exhibit 10.19
hereto (Exhibit 19(b) to Quarterly Report on Form 10-Q of South
Carolina National Corporation for the quarter ended September 30, 1987,
File No. 0-7042*).
10.21 Amendment to Deferred Compensation Plan described in Exhibit 10.19
hereto (Exhibit 10(d) to Report on Form 10-K of South Carolina National
Corporation for the fiscal year ended December 31, 1988, File No.
0-7042*).
10.22 Amendment to Deferred Compensation Plan described in Exhibit 10.19
hereto (Exhibit 10.35 to Report on Form 10-K of Wachovia Corporation
for the fiscal year ended December 31, 1993, File No. 1-9021*).
10.23 Amended and Restated Wachovia Corporation Stock Plan (Exhibit 4.1 to
S-8 Registration Statement No. 033-53325*).
10.24 Wachovia Corporation Director Deferred Stock Unit Plan (Exhibit 10.37
to Report on Form 10-K of Wachovia Corporation for the fiscal year
ended December 31, 1996, File No. 1-9021*).
10.25 Wachovia Corporation Incentive Plan Deferral Arrangement (Exhibit 10.35
to Report on Form 10-K of Wachovia Corporation for the fiscal year
ended December 31, 1995, File No. 1-9021*).
10.26 Wachovia Corporation Executive Insurance Plan (Exhibit 10.36 to Report
on Form 10-K of Wachovia Corporation for the fiscal year ended December
31, 1995, File No. 1-9021*).
10.27 Executive Long Term Disability Income Plan. (Exhibit 10.34 to Report on
Form 10-K of Wachovia Corporation for the fiscal year ended December
31, 1997, File No. 1-9021*)
11 Computation of Earnings Per Share (Table 2 on page 6 of the third
quarter 1998 financial supplement*).
12 Statement setting forth computation of ratio of earnings to fixed
charges.
19 Financial Supplement for Third Quarter 1998.
27 Financial Data Schedule (for SEC purposes only).
* Incorporated by reference.