-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RxWLxdLg/SSwZ5qfDk6a4WBkfwisUwdye9qCa4fvLIh4KSOYgV8lkgTCPt880E3g /UBmqQryse4vHJvBgaeOtw== 0000891836-97-000272.txt : 19970611 0000891836-97-000272.hdr.sgml : 19970611 ACCESSION NUMBER: 0000891836-97-000272 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970609 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970610 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WACHOVIA CORP/ NC CENTRAL INDEX KEY: 0000774203 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 561473727 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09021 FILM NUMBER: 97621990 BUSINESS ADDRESS: STREET 1: 301 NORTH MAIN ST CITY: WINSTON SALEM STATE: NC ZIP: 27150 BUSINESS PHONE: 9197705000 MAIL ADDRESS: STREET 1: 301 NORTH MAIN ST CITY: WINSTON SALEM STATE: NC ZIP: 27150 FORMER COMPANY: FORMER CONFORMED NAME: FIRST WACHOVIA CORP DATE OF NAME CHANGE: 19910603 8-K 1 FORM 8-K 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): June 9, 1997 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 910-770-5000 ATLANTA 404-332-5000 Not applicable -------------- (Registrant's former address of principal executive offices) -1- Item 5. Other Events. On June 9, 1997, Wachovia Corporation, a North Carolina corporation (the "Registrant"), entered into an Agreement and Plan of Merger by and between the Registrant and Jefferson Bankshares, Inc., a Virginia corporation ("Jefferson"), for a tax-free merger of the two companies pursuant to which each outstanding share of common stock, par value $2.50 per share, of Jefferson would be converted into .625 shares of common stock, par value $5.00 per share, of the Registrant (the "Proposed Merger"). This current report on Form 8-K, including the investor materials, contains forward-looking statements that involve risk and uncertainty. The Registrant notes that a variety of factors could cause the Registrant's actual results and experience to differ materially form the anticipated results or other expectations expressed in the corporations's forward-looking statements. The risks and uncertainties that may affect the operations, performance, development, growth projections and results of the Registrant's business include, but are not limited to, the growth of the economy, interest rate movements, timely development by the Registrant of technology enhancements for its products and operating systems, the impact of competitive products, services and pricing, customer business requirements, Congressional legislation, acquisition cost savings and revenue enhancements and similar matters. Readers of this report are cautioned not to place undue reliance on forward- looking statements which are subject to influence by the named risk factors and unanticipated future events. Actual results, accordingly, may differ materially from management expectations. Item 7. Financial Statements and Exhibits (c) Exhibits. 99.1 Press release dated June 10, 1997 announcing the Proposed Merger. 99.2 Investor presentation materials used by the Registrant on June 10, 1997 relating to the Proposed Merger. -2- 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 June 10, 1997 WACHOVIA CORPORATION By:/s/ Kenneth W. McAllister ---------------------------- Name: Kenneth W. McAllister Title: Executive Vice-President -3- EX-99.1 2 PRESS RELEASE DATED 6/10/97 WACHOVIA - -------------------------------------------------------------------------------- NEWS ANNOUNCEMENT Wachovia Corporation For Additional Information: Atlanta, GA 30383 Robert S. McCoy, Jr. Winston-Salem, NC 27150 Chief Financial Officer, 910-732-5926 James C. Mabry, Manager Investor Relations, 910-732-5788 June 10, 1997 WACHOVIA, JEFFERSON BANKSHARES INC. ANNOUNCE MERGER Jefferson Bankshares Inc., the parent of Jefferson National Bank in Charlottesville, Va., and Wachovia Corporation announced the signing of a definitive agreement for a merger between the two companies. The agreement has been approved by the boards of directors of both companies and is subject to the approval of Jefferson Bankshares' shareholders and appropriate regulatory agencies. The merger is expected to close by Oct. 31. The agreement will be structured on a purchase accounting basis and provides for a tax-free exchange of .625 share of Wachovia Corporation common stock for each common share of Jefferson Bankshares. Jefferson Bankshares has issued a stock option to Wachovia representing approximately 19.9 percent of Jefferson's outstanding shares. Based on Wachovia Corporation's June 9 closing stock price, the transaction would have a value of approximately $38.83 per share, or an aggregate consideration of $542 million, based on Jefferson Bankshares' 13.95 million common shares outstanding. The merger is expected to have a positive impact on Wachovia's earnings in 1998. Wachovia Chief Executive L.M. Baker Jr. said, "For some time we have been looking at strategic opportunities in attractive markets. Jefferson National is a very strong, well-managed bank located in a number of vibrant Virginia markets. We are excited about the opportunity to join forces with them." O. Kenton McCartney, Chief Executive Officer of Jefferson Bankshares, said, "With consolidation taking place throughout the banking industry, many community banks are attempting to align themselves with institutions that can provide customers the broadest array of products and services. Wachovia and Jefferson National are compatible in culture and the desire to provide top-quality service. This merger enables Jefferson National employees to continue to play an important role in meeting the financial services needs of customers and communities we serve." - more - -1- Merger Agreement-Page 2 Following completion of the merger of Jefferson Bankshares and Wachovia, Wachovia will file for regulatory approval to merge Jefferson National Bank into Wachovia Bank, N.A., the principal banking subsidiary of Wachovia Corporation. Jefferson Bankshares, headquartered in Charlottesville, Va., had assets of $2.1 billion as of March 31, 1997, and is the fifth largest Virginia-based banking company with 96 offices and 60 ATMs. Jefferson National Bank has the No. 1 deposit share in Charlottesville with additional branch presence in the Tidewater, Richmond, Fredericksburg and Shenandoah Valley areas of Virginia. Wachovia Corporation is the 20th largest U.S. banking company with assets of $47.5 billion at March 31. As of the same date, Wachovia had 473 banking offices and 830 ATMs predominately in North Carolina, South Carolina and Georgia. Wachovia opened its first Virginia banking office in Norfolk in 1996 and provides a complete line of middle-market corporate banking, municipal finance, corporate trust, residential mortgage, private banking, sales finance and statewide commercial mortgage services. U.S. BANKER magazine rated Wachovia the No. 1 bank in the country for 1996 among banks with assets of more than $25 billion. -2- EX-99.2 3 INVESTOR PRESENTATION MATERIAL WACHOVIA CORPORATION ------------------ and ------------------ JEFFERSON BANKSHARES Extending the Virginia Franchise JUNE 10, 1997 JEFFERSON BANKSHARES OVERVIEW TABLE I - -------------------------------------------------------------------------------- o Total Assets -- $2.1 billion o 5th largest Virginia-based bank with 96 offices with history dating back to 1914 o Bank operations are geared to a "Super Community Bank" orientation o Number-one market presence in Charlottesville, Virginia with 27% market share o Additional branch presence in Tidewater, Richmond, Fredericksburg and Shenandoah Valley areas of Virginia STRATEGIC RATIONALE TABLE II - -------------------------------------------------------------------------------- o Consistent with strategic initiatives to grow via mergers and acquisitions o Solidifies current Virginia presence and positions Wachovia for accelerated future growth in the state o Double Wachovia's loan portfolio in the state o Low risk, rapid integration opportunity o Gain #1 market share in attractive Charlottesville MSA o Leverage Virginia franchise with a broader array of products and services o Financially attractive WACHOVIA/JEFFERSON BANKSHARES--JUNE 10, 1997--PAGE 1 TRANSACTION SUMMARY TABLE III - -------------------------------------------------------------------------------- Structure: 100% stock issued in tax-free exchange Exchange ratio: 0.625 Purchase price: $542 million - based on outstanding shares $547 million - based on fully diluted shares Per Share: $38.83 Accounting: Purchase Option: 19.9% Stock Option Agreement Goodwill: Amortized over 25 years Closing: By October 31, 1997 Note: Based on Wachovia common stock June 9 closing price of $62.125. TRANSACTION PRICING DETAIL TABLE IV - -------------------------------------------------------------------------------- Jefferson Book Value @ March 31, 1997: $14.83 Jefferson Tangible Book Value: $14.28 Premium/Market: 29% Price/Book: 2.62x Price/Tangible Book: 2.72x Price/97 EPS Consensus: 18.9x Fully Diluted shares 14.1 million Approximate number of shares issued: 8.8 million Note: Based on Wachovia common stock June 9 closing price of $62.125. WACHOVIA/JEFFERSON BANKSHARES--JUNE 10, 1997--PAGE 2 TRANSACTION ECONOMICS TABLE V - -------------------------------------------------------------------------------- o Accretive to reported earnings in 1998 o 2-3% accretive on a cash basis in 1998 o Expense savings -- $18 million pre-tax or 25% of projected 1997 expense base o Potential revenue enhancements of $1.9 million or 10% of projected 1997 fee income o Nonrecurring costs and conforming reserves -- $19 million pre-tax o Share repurchase in 1997 to offset 100% of shares issued for the merger WACHOVIA/JEFFERSON BANKSHARES--JUNE 10, 1997--PAGE 3 TRANSACTION MULTIPLES TABLE VI - -------------------------------------------------------------------------------- Attractively priced transaction, based on conservative assumptions: o 25% cost savings projections o 10% revenue enhancements
WB Stand Adjusted Alone Trading Transaction Transaction(2) Multiples ----------- --------- --------- Book Value 2.62x 2.62x 2.73x Tangible Book Value 2.72 2.72 2.76 1997E EPS(1) 18.9 13.4 15.0 1998E EPS(1) 16.9 12.2 13.5 (1) IBES median estimate (2) Adjusted for full implementation of cost savings and revenue enhancements Excludes impact of one-time costs and goodwill
WACHOVIA/JEFFERSON BANKSHARES--JUNE 10, 1997--PAGE 4 CORPORATE PRO FORMA SUMMARY FIRST QUARTER 1997 TABLE VII - --------------------------------------------------------------------------------
Jefferson Wachovia ($ millions) Bankshares Wachovia Pro Forma ---------- -------- --------- Assets $2,149 $47,491 $49,640 Loans 1,403 32,570 33,973 Deposits 1,887 28,832 30,719 Equity 207 3,676 3,883 Equity/Assets 9.61% 7.74% 7.82% Net Income $ 7 $ 163 $ 170 NPAs 6 74 80 Reserve 15 409 424 Efficiency Ratio 59.6% 52.2% NM Fee Income/Revenues 16.7% 32.5% NM
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