1999 FORM 10-Q
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 June 30, 1999
Commission File Number 1-9021
WACHOVIA CORPORATION
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 June 30, 1999, Wachovia Corporation had 202,230,680 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
Financial information for the quarter ended June 30, 1999 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 1
of the Financial Supplement and to the following consolidated financial
statements on pages 30 through 33 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 second quarter of 1999 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 "Forward-Looking Statements" on page 1
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 2 through 29 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 "Market Risk and Asset/Liability
Management" on pages 16 through 19 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
The information required by this item is incorporated by reference to the
information appearing under the heading "Part II Other Information" on pages 34
through 35 of the Financial Supplement.
Item 5. Other Information
None
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
Reports on Form 8-K: A Current Report on Form 8-K dated May 13, 1999 was filed
with the Securities and Exchange Commission announcing an Agreement and Plan of
Merger by and between Wachovia Corporation and OFFITBANK Holdings, Inc.
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.
August 12, 1999 WACHOVIA CORPORATION
By: Robert S. McCoy, Jr.
Vice Chairman
Senior Executive Vice President
Chief Financial Officer
And
By: Donald K. Truslow
Senior Executive Vice President
Treasurer/Comptroller
PART II
Item 6. Exhibits
2.1 Agreement and Plan of Merger, dated as of October 27, 1998 by and
between Wachovia Corporation and Interstate/Johnson Lane, Inc.
(Exhibit 2.1 to Form S-4 Registration Statement of Wachovia
Corporation, dated December 14, 1998, File No. 333-68823*).
2.2 Agreement and plan of merger, dated as of May 13, 1999 by and
between Wachovia Corporation and Offitbank Holdings, Inc. (Exhibit
2.1 to Form S-4 Registration Statement of Wachovia Corporation,
dated June 24, 1999, File No. 333-81627*)
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 Form S-4
Registration Statement of Wachovia Corporation dated December 14,
1998, File No. 333-68823*).
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 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. 333-79183*).
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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 January 1, 1999.
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*).
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10.6 Form of Employment Agreement between Wachovia Corporation and L.M.
Baker, 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 Employment Agreement between Wachovia Corporation and Robert S.
McCoy, Jr., dated July 24, 1998.
10.8 Form of Amendment dated April 23, 1999 to Employment Agreements
between Wachovia Corporation and L. M. Baker, Jr., Walter E.
Leonard, Jr., Robert S. McCoy, Jr., and G. Joseph Prendergast
described in exhibit 10.6 and 10.7 hereto.
10.9 Employment Agreement between Wachovia Corporation and Mickey W.
Dry, dated as of April 23, 1999.
10.10 Form of Employment Agreement between Wachovia Corporation and
Executive Officers (other than Messrs. Baker, Dry, Leonard, McCoy
and Prendergast).
10.11 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*)
10.12 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*).
10.13 Amendment to Executive Retirement Agreement described in Exhibit
10.12 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*).
10.14 Amendment to Executive Retirement Agreement described in Exhibit
10.12 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*).
10.15 Amendment to Executive Retirement Agreement described in Exhibit
10.12 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*).
10.16 Form of Executive Retirement Agreement between Wachovia
Corporation and L.M. Baker, Jr., 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*).
10.17 Form of Executive Retirement Agreement between Wachovia
Corporation and G. Joseph Prendergast and Walter E. Leonard, Jr.,
dated October 25, 1996.
10.18 Senior Executive Retirement Agreement between Wachovia Corporation
and Mr. Robert S. McCoy, Jr., dated July 24, 1998.
10.19 Form of Amendment dated April 23, 1999 to Senior Executive
Retirement Agreements between Wachovia Corporation and L. M.
Baker, Jr., Walter E. Leonard, Jr., Robert S. McCoy, Jr., and G.
Joseph Prendergast described in exhibits 10.16, 10.17 and 10.18
hereto.
10.20 Senior Executive Retirement Agreement between Wachovia Corporation
and Mickey W. Dry, dated as of April 23, 1999.
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10.21 Form of Senior Executive Retirement Agreement between Wachovia
Corporation and Executive Officers (other than Messrs. Baker, Dry,
Leonard, McCoy and Prendergast).
10.22 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*).
10.23 1990 Declaration of Amendment to Senior Management and Director
Stock Plan as described in Exhibit 10.22 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*).
10.24 1996 Declaration of Amendment to Senior Management and Director
Stock Plan as described in Exhibit 10.22 hereto (Exhibit 10.24 to
Report on Form 10-K of Wachovia Corporation for fiscal year ended
December 31, 1996, File No. 1-9021*).
10.25 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*).
10.26 Amendment to Deferred Compensation Plan described in Exhibit 10.25
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*).
10.27 Amendment to Deferred Compensation Plan described in Exhibit 10.25
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*).
10.28 Amendment to Deferred Compensation Plan described in Exhibit 10.25
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*).
10.29 Amended and Restated Wachovia Corporation Stock Plan (Exhibit 4.1
to S-8 Registration Statement File No. 033-53325*).
10.30 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*).
10.31 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*).
10.32 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*).
10.33 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 4 on page 3 of the second
quarter 1999 financial supplement*).
12 Statement setting forth computation of ratio of earnings to fixed
charges.
19 Financial Supplement for the Second Quarter 1999.
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27 Financial Data Schedule (for SEC purposes only).
* Incorporated by reference.
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