-----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, THfxPjt5W16hlRN1KLrNIr1EFrBraC3q57nU3Eiqi5I7sQWOMnm30JbJF88+d8g9 MthiZlnbw+7ZFh8i/MVpHQ== 0000891836-97-000372.txt : 19970808 0000891836-97-000372.hdr.sgml : 19970808 ACCESSION NUMBER: 0000891836-97-000372 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970806 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970807 SROS: NYSE 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: 97652711 BUSINESS ADDRESS: STREET 1: 100 NORTH MAIN ST CITY: WINSTON SALEM STATE: NC ZIP: 27101 BUSINESS PHONE: 9107325801 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 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): August 6, 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 PEACHSTREET 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) Item 5. Other Events. On August 6, 1997, Wachovia Corporation, a North Carolina corporation (the "Registrant"), entered into an Agreement and Plan of Merger by and between the Registrant and 1st United Bancorp, a Florida corporation ("1st United"), for a tax-free merger of the two companies pursuant to which each outstanding share of common stock, par value $0.01 per share, of 1st United would be converted into an amount between 0.3 and 0.366 of a share 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 certain forward looking statements with respect to the financial condition, results of operations and business of Wachovia and the combined company, including statements relating to: (a) the cost savings and accretion to cash earnings and reported earnings that will be realized from the Proposed Merger; (b) the impact on revenues of the Proposed Merger; and (c) the restructuring charges expected to be incurred in connection with the Proposed Merger. These forward looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward looking statements include, among others, the following possibilities: (1) expected costs savings from the Proposed Merger cannot be fully realized or realized within the expected time frame; (2) costs or difficulties related to the integration of the businesses of Wachovia and 1st United are greater than expected; (3) revenues following the Proposed Merger are lower than expected; (4) competitive pressure among depository institutions increases significantly; (5) changes in the interest rate environment reduce interest margins; (6) general economic conditions, either nationally or in the states in which the combined company will be doing business, are less favorable than expected; or (7) legislation or regulatory changes adversely affect the businesses in which the combined company would be engaged. Item 7. Financial Statements and Exhibits (c) Exhibits. 99.1 Press release dated August 7, 1997 announcing the Proposed Merger. 99.2 Investor presentation materials used by the Registrant on August 7, 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 August 7, 1997 WACHOVIA CORPORATION By: /s/ Kenneth W. McAllister Name: Kenneth W. McAllister Title: Executive Vice President -3- Exhibit Index 99.1 Press release dated August 7, 1997 announcing the Proposed Merger. 99.2 Investor presentation materials used by the Registrant on August 7, 1997 relating to the Proposed Merger. -4- EX-99.1 2 PRESS RELEASE Wachovia - ------------------------------------------------------------------------------- News Announcement For Additional Information: Wachovia Corporation Lisa Park, 1st United Bancorp, 561-832-7766 Atlanta, GA 30383 Paul E. Mason, Wachovia, 910-732-6387 Winston-Salem, N.C. 27150 August 7, 1997 FOR RELEASE: Immediately WACHOVIA, 1ST UNITED BANCORP ANNOUNCE MERGER Wachovia Corporation today announced that it is has reached a definitive agreement to acquire 1st United Bancorp, an $820 million-asset commercial banking company headquartered in Boca Raton, Fla. The agreement has been approved by the boards of directors of both companies and is subject to the approval of 1st United's shareholders and appropriate regulatory agencies. The merger is expected to close by year-end. 1st United Bancorp is the parent of 1st United Bank, a state-chartered bank that operates 33 full service banking centers in Palm Beach, Martin, Broward and Brevard counties. It is the largest commercial bank headquartered in Palm Beach County and specializes in serving individuals and small businesses within its trade area. The agreement with 1st United will be structured on a purchase accounting basis and provides for a tax-free exchange of Wachovia Corporation common shares for 1st United common shares at a value of $20.875 per share of 1st United, or a purchase price of $222 million. The exchange ratio will be a minimum of 0.3 and a maximum of 0.366 of a share of Wachovia common stock. Wachovia intends to repurchase up to approximately 3.5 million of its outstanding shares in connection with the transaction, which is expected to be nondilutive to Wachovia's earnings in 1998 and have a positive impact on earnings in 1999. Wachovia has provided corporate financial services and residential and commercial mortgage loans in Florida for many years. This merger represents the first acquisition of a Florida bank holding company by Wachovia. Wachovia Chief Executive L. M. Baker Jr. said, "Florida is a state Wachovia has admired for some time and 1st United is well located in several extremely attractive markets along -more- Merger Agreement - Page 2 Florida's Atlantic coast. This merger is consistent with Wachovia's intention of seeking opportunities in strong growth markets. It also provides an initial base upon which Wachovia can expand its consumer and commercial franchise, offering a broad array of services to individuals and businesses." "Since 1st United was formed 10 years ago, our unwavering commitment has been to provide the best possible services to individuals and businesses in core markets. We have done that by acquiring those capabilities through internal growth and through a series of acquisitions. Our commitment remains the same. By joining forces with Wachovia, we are now able to expand the array of products and services provided to our clients," said 1st United Chief Executive Warren S. Orlando. 1st United has granted Wachovia a stock option representing approximately 19.9 percent of 1st United's outstanding shares. Directors of 1st United collectively holding more than 20 percent of 1st United's common stock have agreed to vote in favor of the transaction. 1st United's stock is traded under the symbol FUBC through the NASDAQ National Market. In June, Wachovia announced that it had reached definitive agreements to acquire Central Fidelity Banks Inc., a $10.6 billion-asset bank headquartered in Richmond, Va., and Jefferson Bankshares Inc., a $2.1 billion-asset bank headquartered in Charlottesville, Va. Those mergers are expected to be completed by year-end. The acquisition of 1st United, combined with the Central Fidelity and Jefferson mergers, will give Wachovia a retail network totalling more than 800 banking offices and 1,100 ATMs throughout Virginia, the Carolinas, Georgia and Florida. The mergers also will make Wachovia the 17th largest bank in the country with assets of more than $60 billion and deposits of more than $39 billion. Wachovia Corporation, which has dual headquarters in Winston-Salem, N.C., and Atlanta, currently is the 20th largest banking company in the U.S. with assets totaling $48.5 billion. U.S. Banker magazine recently rated Wachovia the No. 1 bank in the country for 1996 among banks with assets of more than $25 billion. EX-99.2 3 INVESTOR PRESENTATION MATERIAL Wachovia Corporation merger with 1st United Bancorp August 7, 1997 This presentation contains certain forward looking statements with respect to the financial condition, results of operations and business of Wachovia and the combined company including statements relating to: (a) the cost savings and accretion to cash earnings and reported earnings that will be realized from the proposed merger; (b) the impact on revenues of the proposed merger; and (c) the restructuring charges expected to be incurred in connection with the proposed merger. These forward looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward looking statements include, among others, the following possibilities: (1) expected costs savings from the proposed merger cannot be fully realized or realized within the expected time frame; (2) costs or difficulties related to the integration of the businesses of Wachovia and 1st United are greater than expected; (3) revenues following the proposed merger are lower than expected; (4) competitive pressure among depository institutions increases significantly; (5) changes in the interest rate environment reduce interest margins; (6) general economic conditions, either nationally or in the states in which the combined company will be doing business, are less favorable than expected; or (7) legislation or regulatory changes adversely affect the businesses in which the combined company would be engaged. -2- 1st United Overview - ------------------------------------------------------------------------------- o Largest bank headquartered in Palm Beach County o Organized in 1987 o Total assets and deposits of $820 million and $750 million, respectively o Acquisitions have added ten institutions in Palm Beach, Martin, and Brevard Counties o Market focus in smaller commercial and professional consumer segments o IBES earnings estimates reflect 15% long term growth rate. -3- Strategic Rationale - ------------------------------------------------------------------------------- o Provides entrance into one of the most attractive consumer markets in the Southeast o Alignment with high growth institution o Significant opportunities for leveraging Wachovia scale and product breadth o Attractive utilization of equity capital through share repurchase o Acquisition of Florida charter permits pursuit of direct banking initiatives in the state o Opportunity to experiment with Florida business development strategies -4- Transaction Summary - ------------------------------------------------------------------------------- Purchase Price: $222 Million Per Share: $20.875 Exchange Ratio: Floating (Min .30, Max .366) Price Protection: 10% Collar Accounting: Purchase Structure: Tax-Free Exchange Stock Option Agreement: 19.9% Director Voting Agreement: 20%+ Shares Issued: 3.5 Million Shares Repurchased Up to 3.5 Million Anticipated Closing: 4Q97 -5- Deal Economics - ------------------------------------------------------------------------------- o Accretive to cash and reported EPS in 1998 o One time charges - $3 million pre-tax in 1997 o Expense savings - 20% or $6 million pre-tax o Base revenue enhancements of 10% or $1 million pre-tax o Additional revenue enhancements from statewide Florida business development efforts -6- Transaction Princing(1) - ------------------------------------------------------------------------------- Book Value 3.07x Tangible Book 3.60 1st United Earnings Multiples Adjusted WB Standalone Transaction Transaction(3) Trading Multiples ----------- -------------- ----------------- 1997E EPS(2) 18.8x 13.0x 15.8x 1998E EPS(2) 16.3 11.8 14.0 (1) Includes impact of Seaboard SB acquisition 7/97 (2) IBES median earnings estimate (3) Adjusted for full implementation of cost savings and revenue enhancements. Excludes impact of one-time costs and goodwill. -7- Pro Forma Overview - ------------------------------------------------------------------------------- (Date as of June 30, 1997; Dollars in Millions) - ------------------------------------------------------------------------------- WACHOVIA(1) 1ST UNITED(2) - ------------------------------------------------------------------------------- Assets 61,349 747 Loans 41,338 500 Deposits 38,891 670 Equity 4,695 65 Equity/Assets 7.65% 8.76% Net Income (Year to Date) 405 5 NPAs 132 14 Reserve 535 10 Efficiency Ratio 53.0%(3) 68.9% Fee Income/Revenues 34.0%(3) 20.8% (1) includes Jefferson Bankshares and Central Fidelity Banks (2) excludes Seaboard Savings Bank transaction, closed July, 1997 (3) excludes Virginia franchise -8- -----END PRIVACY-ENHANCED MESSAGE-----