-----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, FLTdUVml6+ILFNwTiHUQlnLW0Srb/4phsV4JQViOoje3tQDJVG/6IzoCzr+0tINi hSmDFSOueG11BZEl2Owrdg== 0000891836-97-000312.txt : 19970704 0000891836-97-000312.hdr.sgml : 19970704 ACCESSION NUMBER: 0000891836-97-000312 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970623 FILED AS OF DATE: 19970703 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL FIDELITY BANKS INC CENTRAL INDEX KEY: 0000276235 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 541091649 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08829 FILM NUMBER: 97636468 BUSINESS ADDRESS: STREET 1: 1021 E CARY ST STREET 2: P O BOX 27602 CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8047824000 MAIL ADDRESS: STREET 1: 1021 EAST CARY STREET STREET 2: P O BOX 27602 CITY: RICHMOND STATE: VA ZIP: 23219 FORMER COMPANY: FORMER CONFORMED NAME: COMMONWEALTH BANKS INC DATE OF NAME CHANGE: 19790617 COMPANY DATA: COMPANY CONFORMED NAME: WACHOVIA CORP/ NC CENTRAL INDEX KEY: 0000774203 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] OWNER IRS NUMBER: 561473727 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 BUSINESS ADDRESS: STREET 1: 100 NORTH MAIN ST CITY: WINSTON SALEM STATE: NC ZIP: 27101 BUSINESS PHONE: 9197705000 MAIL ADDRESS: STREET 1: 100 NORTH MAIN ST CITY: WINSTON SALEM STATE: NC ZIP: 27101 FORMER COMPANY: FORMER CONFORMED NAME: FIRST WACHOVIA CORP DATE OF NAME CHANGE: 19910603 3 1 FORM 3 FORM 3 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES OMB APPROVAL OMB Number: 3235-0104 Expires: September 30, 1998 Estimated average burden hours per response ......0.5 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 (Print or Type Responses) 1. Name and Address of Reporting Person* Wachovia Corporation (Last) (First) (Middle) 100 North Main Street (Street) Winston-Salem NC 27101 (City) (State) (Zip) 2. Date of Event Requiring Statement (Month/Day/Year) 6/23/97 3. IRS or Social Security Number of Reporting Person (Voluntary) 56-1473727 4. Issuer Name AND Ticker or Trading Symbol Central Fidelity Banks, Inc. (CFBS) 5. Relationship of Reporting Person to Issuer (Check all applicable) ____ Director /X/ 10% Owner ____ Officer (give title below) ____ Other (specify below) ____________________________________________________________ 6. If Amendment, Date of Original (Month/Day/Year) N/A 7. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person TABLE I -- Non-Derivative Securities Beneficially Owned
1. Title of Security 2. Amount of Securities 3. Ownership Form: 4. Nature of Indirect (Instr. 4) Beneficially Owned Direct (D) or Beneficial Ownership (Instr. 4) Indirect (I) (Instr. 5) (Instr. 5) Central Fidelity Banks, 126,562 D Inc. Common Stock
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, See Instruction 5(b)(v). (Over) SEC 1473 (7/96) FORM 3 (continued) TABLE II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of 2. Date Exercisable 3. Title and Amount 4. Conversion or 5. Ownership 6. Nature of Derivative and Expiration of Securities Exercise Price Form of Indirect Security Date (Month/Day/ Underlying of Derivative Derivative Beneficial (Instr. 4) Year) Derivative Security Security: Ownership Security Direct (D) or (Instr. 5) (Instr. 4) Indirect (I) (Instr. 5) Date Expira- Amount or Exer- tion Title Number of cisable Date Shares Option to purchase + + Central Central Fidelity Fidelity Banks, 11,280,000 ++ D Banks, Inc., Common Inc. Stock+ Common Stock Explanation of Reponses: + Beneficial ownership of 11,280,000 shares reported hereunder is being reported solely as a result of the Stock Option Agreement, dated as of June 24, 1997 (the "Stock Option Agreement"), by and between Wachovia Corporation and Central Fidelity Banks, Inc. The option may be exercised, in whole or in part, only upon certain events (none of which, as of the date hereof, has occurred), as set forth in the Stock Option Agreement. The option expires upon certain events, as set forth in the Stock Option Agreement. The option granted pursuant to the Stock Option Agreement has not yet become exercisable. Wachovia expressly disclaims ownership of such shares. ++ A price per share equal to $32.19; provided, however, that in the event Central Fidelity Banks, Inc. issues or agrees to issue any shares of Common Stock at a price less than $32.19 per share (subject to certain exceptions), the price will be equal to such lesser price.
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). /s/ Kenneth W. McAllister July 3, 1997 -------------------------------- --------------- ** Signature of Reporting Person Date Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. Page 2 SEC 1473 (7/96) -----END PRIVACY-ENHANCED MESSAGE-----