-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, DNajr9Xe3AmWrf2i5oIaz6u1KlFheOm6wLMmqKDWPS+sheBdua8eN45mqGJn1kTk 0IMOY88s1Kkd1kq5mQ/DRQ== 0000950144-94-001271.txt : 19940706 0000950144-94-001271.hdr.sgml : 19940706 ACCESSION NUMBER: 0000950144-94-001271 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WACHOVIA CORP/ NC CENTRAL INDEX KEY: 0000774203 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 561473727 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09021 FILM NUMBER: 94535967 BUSINESS ADDRESS: STREET 1: 301 N MAIN STREET CITY: WINSTON SALEM STATE: NC ZIP: 27150 BUSINESS PHONE: 9197705000 MAIL ADDRESS: STREET 1: 191 PEACHTREE ST NE CITY: ATLANTA STATE: GA ZIP: 30303 FORMER COMPANY: FORMER CONFORMED NAME: FIRST WACHOVIA CORP DATE OF NAME CHANGE: 19910603 10-K/A 1 WACHOVIA - 10-K/AMENDMENT 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A No. 1 (to file Exhibit 10.40) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1993 Commission File Number 1-9021 WACHOVIA CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) North Carolina 56-1473727 - - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 301 North Main Street, Winston-Salem, North Carolina 27150 191 Peachtree Street, N.E., Atlanta, Georgia 30303 - - ---------------------------------------------------- --------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 910/770-5000, 404/332-5000 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on Which Registered - - --------------------------------------- --------------------- Common Stock, $5.00 par value per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant (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. Yes x No ----- ----- The aggregate market value as of March 7, 1994 of the voting stock held by non- affiliates of the registrant was: Common Stock, $5.00 par value, 164,858,769 shares $5,110,621,839 As of March 7, 1994, Wachovia Corporation had 171,582,507 shares of Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the annual report to shareholders for the year ended December 31, 1993 are incorporated by reference into Parts I and II. Portions of the proxy statement dated March 18, 1994 are incorporated by reference into Part III. 2 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. WACHOVIA CORPORATION ----------------------------- (Registrant) By: /s/ Robert S. McCoy, Jr. ----------------------------- Robert S. McCoy, Jr. Executive Vice President June 27, 1994 and Chief Financial Officer EX-10.40 2 FORM 11-K 1 EXHIBIT 10.40 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 30, 1993 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________________ to ____________________ Commission file number 1-9021 SOUTH CAROLINA NATIONAL CORPORATION AMENDED AND RESTATED SAVINGS, THRIFT AND DEFERRED CASH PLAN 301 North Main Street Winston-Salem, North Carolina 27150 ____________________________________ WACHOVIA CORPORATION 301 North Main Street, Winston-Salem, North Carolina 27150 191 Peachtree Street, N.E., Atlanta, Georgia 30303 2 FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements Filed as a part of this report on Form 11-K are the audited financial statements of the plan which include the Statement of Net Assets Available for Plan Benefits as of December 30, 1993 and 1992, and Statement of Changes in Net Assets Available for Plan Benefits for the years ended December 30, 1993 and 1992. (b) Exhibit (1) Consent of Independent Auditors 3 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. SOUTH CAROLINA NATIONAL CORPORATION AMENDED AND RESTATED SAVINGS, THRIFT AND DEFERRED CASH PLAN ------------------------------------ (Name of Plan) By: /s/ Robert S. McCoy, Jr. -------------------------------- Robert S. McCoy, Jr. Its: Plan Administrator Dated: June 27, 1994 4 Financial Statements and Supplemental Schedule SOUTH CAROLINA NATIONAL CORPORATION AMENDED AND RESTATED SAVINGS, THRIFT AND DEFERRED CASH PLAN Years ended December 30, 1993 and 1992 with Report of Independent Auditors 5 South Carolina National Corporation Amended and Restated Savings, Thrift and Deferred Cash Plan Financial Statements and Supplemental Schedule Years ended December 30, 1993 and 1992 CONTENTS Reports of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Audited Financial Statements Statements of Net Assets Available for Plan Benefits . . . . . . . . . . . . . . . . . . . . . . . . 2 Statements of Changes in Net Assets Available for Plan Benefits . . . . . . . . . . . . . . . . . . . 6 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Supplemental Schedule Transactions or Series of Transactions in Excess of 5 Percent of Current Value of Plan Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
6 Report of Independent Auditors The Board of Directors South Carolina National Corporation We have audited the accompanying statement of net assets available for plan benefits of South Carolina National Corporation Amended and Restated Savings, Thrift and Deferred Cash Plan (the Plan) as of December 30, 1993 and 1992, and the related statement of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan at December 30, 1993 and 1992, and the changes in net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedule of transactions or series of transactions in excess of 5% of the current value of the plan assets for the year ended December 30, 1993, is presented for the purpose of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 and is not a required part of the financial statements. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the 1993 financial statements and, in our opinion, is fairly stated in all material respects in relation to the 1993 financial statements taken as a whole. /s/ Ernst & Young Winston-Salem, North Carolina June 3, 1994 1 7 South Carolina National Corporation Amended and Restated Savings, Thrift and Deferred Cash Plan Statements of Net Assets Available for Plan Benefits December 30, 1993
FUND A - WACHOVIA CORPORATION FUND B - FUND C - FUND D - COMMON STOCK SHORT-TERM LONG-TERM STOCK INDEX FUND FUND FUND FUND ------------ ---------- --------- ----------- ASSETS Investments at fair value: Wachovia Corporation common stock (cost - $123,307 and $11,352,102, respectively and 14,937 and 739,841 shares, respectively) $ 500,386 Authorized demand notes 43,426 $ 382 $ 664 $ 1,770 Biltmore Funds: Biltmore Balanced Fund (8,957 units; cost - $89,666) Biltmore Short-Term Fixed Income Fund (15,772 units; cost - $157,137) 156,139 Biltmore Equity Index Fund (5,003 units; cost - $50,056) 52,582 Biltmore Fixed Income Fund (2,143 units; cost - $21,431) 21,257 --------- ------------- -------------- -------- 543,812 156,521 21,921 54,352 Cash and cash equivalents 179 1 2 4 --------- ------------- -------------- -------- Total assets 543,991 156,522 21,923 54,356 LIABILITIES Employee withdrawals (5,694) (2,552) (1,770) --------- ------------- -------------- -------- Total liabilities (5,694) (2,552) - (1,770) --------- ------------- -------------- -------- Net assets available for plan benefits $ 538,297 $ 153,970 $ 21,923 $ 52,586 ========= ============= ============== ========
2 8
FUND E - EMPLOYEE CORPORATE STOCK BALANCED OWNERSHIP COMBINED FUND PLAN FUNDS --------- --------- --------- ASSETS Investments at fair value: Wachovia Corporation common stock (cost - $123,307 and $11,352,102, respectively and 14,937 and 739,841 shares, respectively) $ 24,784,677 $ 25,285,063 Authorized demand notes $ 1,704 8,512 56,458 Biltmore Funds: Biltmore Balanced Fund (8,957 units; cost - $89,666) 92,529 92,529 Biltmore Short-Term Fixed Income Fund (15,772 units; cost - $157,137) 156,139 Biltmore Equity Index Fund (5,003 units; cost - $50,056) 52,582 Biltmore Fixed Income Fund (2,143 units; cost - $21,431) 21,257 --------- ------------- -------------- 94,233 24,793,189 25,664,028 Cash and cash equivalents 5 415 606 --------- ------------- -------------- Total assets 94,238 24,793,604 25,664,634 LIABILITIES Employee withdrawals (396,863) (406,879) --------- ------------- -------------- Total liabilities - (396,863) (406,879) --------- ------------- -------------- Net assets available for plan benefits $ 94,238 $ 24,396,741 $ 25,257,755 ========= ============= ==============
See accompanying notes to financial statements. 3 9 South Carolina National Corporation Amended and Restated Savings, Thrift and Deferred Cash Plan Statements of Net Assets Available for Plan Benefits December 30, 1992
FUND A - WACHOVIA CORPORATION FUND B - FUND C - FUND D - COMMON SHORT-TERM LONG-TERM STOCK INDEX STOCK FUND FUND FUND ------------- ------------- ------------- ----------- ASSETS Investments at fair value (Note 3): Wachovia Corporation common stock (Cost $24,021,677 and $11,624,039, respectively and 770,137 and 398,459 shares, respectively) $ 52,561,847 Money market deposit account Collective Investment Funds: The South Carolina National Bank Collective Investment Fund for Corporate Employee Benefit Trusts - Stock Fund (29,409 units; cost - $5,070,044) $ 13,767,012 The South Carolina National Bank Collective Investment Fund for Corporate Employee Benefit Trusts - Intermediate Maturity Bond Fund (4,748 units; cost - $1,003,699) $ 1,760,811 The South Carolina National Bank Collective Investment Fund for Corporate Employee Benefit Trusts - Balanced Fund (200,522 units; cost - $2,951,281) The South Carolina National Bank Collective Investment Fund for Corporate Employee Benefit Trusts - Managed GIC Fund (17,778 units; cost - $210,991) ------------ ----------- ------------ ------------- 52,561,847 1,760,811 13,767,012 Cash and cash equivalents 349,447 $ 8,115,642 43,905 205,673 Receivables: Employee contributions 216,150 44,471 19,126 124,916 Employer contributions 953,824 218,656 93,934 329,410 Accrued interest 1,162 21,296 123 641 ------------ ----------- ------------ ------------- 1,171,136 284,423 113,183 454,967 ------------ ----------- ------------ ------------- Total assets 54,082,430 8,400,065 1,917,899 14,427,652 LIABILITIES Employee withdrawals 839,140 173,302 20,381 196,483 Interfund transfers (11,939) (10,131) 4,162 ------------ ----------- ------------ ------------- Total liabilities 827,201 163,171 20,381 200,645 ------------ ----------- ------------ ------------- Net assets available for plan benefits $ 53,255,229 $ 8,236,894 $ 1,897,518 $ 14,227,007 ============ =========== ============ =============
4 10
EMPLOYEE FUND E - FUND F - STOCK CORPORATE GUARANTEED OWNERSHIP BALANCED INVESTMENT PLAN FUND CONTRACT FUND FUND TOTAL --------- ------------- --------- ------- ASSETS Investments at fair value (Note 3): Wachovia Corporation common stock (Cost $24,021,677 and $11,624,039, respectively and 770,137 and 398,459 shares, respectively) $ 27,194,830 $ 79,756,677 Money market deposit account 1,500 1,500 Collective Investment Funds: The South Carolina National Bank Collective Investment Fund for Corporate Employee Benefit Trusts - Stock Fund (29,409 units; cost - $5,070,044) 13,767,012 The South Carolina National Bank Collective Investment Fund for Corporate Employee Benefit Trusts - Intermediate Maturity Bond Fund (4,748 units; cost - $1,003,699) 1,760,811 The South Carolina National Bank Collective Investment Fund for Corporate Employee Benefit Trusts - Balanced Fund (200,522 units; cost - $2,951,281) $ 4,361,053 4,361,053 The South Carolina National Bank Collective Investment Fund for Corporate Employee Benefit Trusts - Managed GIC Fund (17,778 units; cost - $210,991) $ 276,229 276,229 ------------ ----------- ------------ ------------- 4,361,053 276,229 27,196,330 99,923,282 Cash and cash equivalents 199,100 25,593 67 8,939,427 Receivables: Employee contributions 47,935 3,845 456,443 Employer contributions 259,295 20,084 1,875,203 Accrued interest 564 73 449 24,308 ------------ ----------- ------------ ------------- 307,794 24,002 449 2,355,954 ------------ ----------- ------------ ------------- Total assets 4,867,947 325,824 27,196,846 111,218,663 LIABILITIES Employee withdrawals 16,389 1,489 370,734 1,617,918 Interfund transfers 17,908 ------------ ----------- ------------ ------------- Total liabilities 34,297 1,489 370,734 1,617,918 ------------ ----------- ------------ ------------- Net assets available for plan benefits $ 4,833,650 $ 324,335 $ 26,826,112 $ 109,600,745 ============ =========== ============ =============
See accompanying notes to financial statements. 5 11 South Carolina National Corporation Amended and Restated Savings, Thrift and Deferred Cash Plan Statements of Changes in Net Assets Available for Plan Benefits Year ended December 30, 1993
FUND A - WACHOVIA CORPORATION FUND B - FUND C - FUND D - COMMON STOCK SHORT-TERM LONG-TERM STOCK INDEX FUND FUND FUND FUND ------------ ---------- --------- ----------- ADDITIONS Interest income $ 1,228 $ 3,504 $ 958 $ 1,002 Dividends from Wachovia Corporation common stock 26,493 Noncash transactions 2,252 719 541 Net realized and unrealized appreciation (depreciation) in fair value of investments (49,836) (242) 975 4,684 Other receipts 328 ------------ ----------- ------------ ------------- (22,115) 5,514 2,980 6,227 DEDUCTIONS Withdrawals (103,501) (10,695) (12,793) (11,672) Transfers to the Retirement Savings and Profit Sharing Plan (52,553,554) (8,440,023) (1,877,884) (14,121,065) Other expenses (7,854) (7) (176) Interfund transfers (37,762) 370,134 12,109 (47,735) ------------ ----------- ------------ ------------- (52,694,817) (8,088,438) (1,878,575) (14,180,648) ------------ ----------- ------------ ------------- Net (deductions) (52,716,932) (8,082,924) (1,875,595) (14,174,421) Net assets available for plan benefits at beginning of period 53,255,229 8,236,894 1,897,518 14,227,007 ------------ ----------- ------------ ------------- Net assets available for plan benefits at end of period $ 538,297 $ 153,970 $ 21,923 $ 52,586 ============ =========== ============ =============
6 12
FUND F - EMPLOYEE FUND E - GUARANTEED STOCK CORPORATE INVESTMENT OWNERSHIP BALANCED CONTRACT PLAN COMBINED FUND FUND FUND FUND --------- ---------- --------- -------- ADDITIONS Interest income $ 2,351 $ 2,924 $ 11,967 Dividends from Wachovia Corporation common stock 862,565 889,058 Noncash transactions 1,182 4,694 Net realized and unrealized appreciation (depreciation) in fair value of investments 5,763 (2,005,211) (2,043,867) Other receipts 1,670 1,998 ------------ ---------- ------------ ------------ 10,966 (1,139,722) (1,136,150) DEDUCTIONS Withdrawals (4,299) (1,289,649) (1,432,609) Transfers to the Retirement Savings and Profit Sharing Plan (4,773,400) (81,765,926) Other expenses (268) (8,305) Interfund transfers 27,589 $ (324,335) -- ------------ ---------- ------------ ------------ (4,750,378) (324,335) (1,289,649) (83,206,840) ------------ ---------- ------------ ------------ Net (deductions) (4,739,412) (324,335) (2,429,371) (84,342,990) Net assets available for plan benefits at beginning of period 4,833,650 324,335 26,826,112 109,600,745 ------------ ---------- ------------ ------------ Net assets available for plan benefits at end of period $ 94,238 $ - $ 24,396,741 $ 25,257,755 ============ ========== ============ ============
See accompanying notes to financial statements. 7 13 AMENDED AND RESTATED SAVINGS, THRIFT AND DEFERRED CASH PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS YEAR ENDED DECEMBER 30, 1992
FUND A - WACHOVIA FUND D - CORPORATION FUND B - FUND C - STOCK COMMON SHORT-TERM LONG-TERM INDEX STOCK FUND FUND FUND ----------- ---------- --------- -------- ADDITIONS Contributions: Employee $ 2,210,797 $ 454,754 $ 213,050 $ 1,368,075 Employer 1,810,116 362,800 157,820 735,886 ------------ ----------- ------------ -------------- 4,020,913 817,554 370,870 2,103,961 Interest income 37,041 324,733 2,167 12,229 Dividends from Wachovia Corporation common stock 1,674,690 Net realized and unrealized appreciation in fair value of investments 8,017,743 108,700 595,319 ------------ ----------- ------------ -------------- 13,750,387 1,142,287 481,737 2,711,509 DEDUCTIONS Withdrawals (8,679,116) (2,747,999) (336,385) (3,033,791) Interest expense Other expenses Interfund transfers (1,685,729) 1,237,961 168,895 (98,962) ------------ ----------- ------------ -------------- (10,364,845) (1,510,038) (167,490) (3,132,753) ------------ ----------- ------------ -------------- Net additions (deductions) 3,385,542 (367,751) 314,247 (421,244) Net assets available for plan benefits at beginning of year 49,869,687 8,604,645 1,583,271 14,648,251 ------------ ----------- ------------ -------------- Net assets available for plan benefits at end of year $ 53,255,229 $ 8,236,894 $ 1,897,518 $ 14,227,007 ============ =========== ============ ==============
8 14
Fund E - Fund F - Employee Corporate Guaranteed Stock Balanced Investment Ownership Fund Contract Fund Plan Total ------------- -------------- ---------- ------- ADDITIONS Contributions: Employee $ 522,244 $ 40,177 $ 4,809,097 Employer 410,600 33,795 3,511,017 ------------ ----------- ------------ -------------- 932,844 73,972 8,320,114 Interest income 7,739 753 $ 4,002 388,664 Dividends from Wachovia Corporation common stock 1,092,040 2,766,730 Net realized and unrealized appreciation in fair value of investments 308,350 16,018 3,950,926 12,997,056 ------------ ----------- ------------ -------------- 1,248,933 90,743 5,046,968 24,472,564 DEDUCTIONS Withdrawals (515,368) (47,010) (4,060,082) (19,419,751) Interest expense (624,509) (624,509) Other expenses (256,780) (256,780) Interfund transfers 349,498 28,337 ------------ ----------- ------------ -------------- (165,870) (18,673) (4,941,371) (20,301,040) ------------ ----------- ------------ -------------- Net additions (deductions) 1,083,063 72,070 105,597 4,171,524 Net assets available for plan benefits at beginning of year 3,750,587 252,265 26,720,515 105,429,221 ------------ ----------- ------------ -------------- Net assets available for plan benefits at end of year $ 4,833,650 $ 324,335 $ 26,826,112 $ 109,600,745 ============ =========== ============ ==============
See accompanying notes to financial statements. 9 15 South Carolina National Corporation Amended and Restated Savings, Thrift and Deferred Cash Plan Notes to Financial Statements December 30, 1993 NOTE 1. SIGNIFICANT ACCOUNTING POLICIES The purchase or sale of an investment is generally recorded when contracted and any gain or loss on the sale of an investment is recognized at the time of sale. Income from interest and dividends are recorded on the accrual basis. Investments in common stock are stated at year-end quoted market values. Participating units of the pooled trust funds are stated at net asset value determined on the basis of year-end market values of the securities in the funds. Historical cost of securities is used to calculate realized gains on securities sold. NOTE 2. DESCRIPTION OF THE PLAN The South Carolina National Corporation Amended and Restated Savings, Thrift and Deferred Cash Plan (the "Plan") was originally adopted by the Board of Directors of South Carolina National Corporation ("SCNC" or the "Corporation") and became operative June 1, 1979. On December 6, 1991, the Corporation became a wholly-owned subsidiary of Wachovia Corporation ("Wachovia"). Pursuant to the Agreement and Plan of Merger (the "Agreement"), the shareholders of the Corporation's common stock received .675 of a share of Wachovia's common stock for each share of the Corporation's common stock owned. Accordingly, the shares of SCNC common stock held in the Plan were converted into Wachovia common stock. The Plan, aside from the employee stock ownership plan ("ESOP") and the participant deductible contributions ("deductible component"), was amended effective January 1, 1992 to substantially conform it to the Retirement Savings and Profit-Sharing Plan of Wachovia (the "Wachovia Plan"). As of the close of business of the Plan on December 30, 1992, the account balances of participants under the Plan (other than the ESOP and the deductible component) were transferred to the Wachovia Plan. The deductible component consists of certain pre-tax contributions made prior to 1987. There were no further contributions to, or new participants in, the Plan after December 30, 1992. Company contributions made prior to December 31, 1991 and all employee contributions are fully vested and nonforfeitable at all times. Termination of the Plan would neither reduce any participant's accrued benefit nor result in any of the Plan's assets reverting to the Corporation. 10 16 South Carolina National Corporation Amended and Restated Savings, Thrift and Deferred Cash Plan Notes to Financial Statements (continued) NOTE 2. DESCRIPTION OF THE PLAN (CONTINUED) The following is a description of the six funds and the ESOP: FUND A - WACHOVIA CORPORATION COMMON STOCK: This fund invests in common stock of Wachovia. Each participant's account is maintained on the basis of investment units which are equivalent to one share of the corporation's common stock. Investment units are assigned to each account on the basis of the average net cost of Wachovia's common stock during the month of assignment. FUND B - SHORT-TERM FUND: (Formerly Fund D - Money Market Deposit Account) This fund invests in the short-term fixed income securities through the Biltmore Short-Term Fixed Income Fund in 1993 and in a South Carolina National Bank money market deposit account in 1992. FUND C - LONG-TERM FUND: (Formerly Fund C - Fixed Investment Fund) This fund invests in corporate and government debt obligations through the Biltmore Fixed Income Fund in 1993 and the South Carolina National Bank Collective Investment Fund for Corporate Employee Benefit Trusts Intermediate Maturities Bond Fund in 1992. FUND D - STOCK INDEX FUND: (Formerly Fund B - Equity Fund) This fund invests in the common stocks comprising the Standard & Poor's 500 Composite Stock Price Index through the Biltmore Equity Index Fund in 1993 and the South Carolina National Bank Collective Investment Fund for Corporate Employee Benefit Trusts Stock Fund in 1992. FUND E - CORPORATE BALANCED FUND: (Formerly Fund E - Balanced Fund) This fund invests in equity and debt securities through the Biltmore Balanced Fund in 1993 and the South Carolina National Bank Collective Investment Fund for Corporate Employee Benefit Trusts Balanced Fund in 1992. ESOP: On February 6, 1990, the trustee for the Plan entered into a loan and stock purchase agreement with the Corporation pursuant to which the trust borrowed $25,000,000 from the Corporation (the "Loan") which, along with the earnings from the temporary investment of the Loan proceeds, was used to purchase the Corporation's common stock. The Corporation's common stock acquired with the proceeds of the Loan was held in a separate account (the "Loan Suspense Account"), pending release and allocation to participants. On April 26, 1991, the interest rate was fixed at a base rate of 9.65%, plus debt issuance costs of up to 50 basis points, for the remainder of the term of the loan. During 1991, payments on the loan were made using the Corporation's matching contributions and dividends on the ESOP shares. Leveraged shares were released from the Loan Suspense Account on a monthly basis as the Loan was repaid, and allocated monthly to participants' ESOP accounts. Pursuant to the Agreement, during 1992 the outstanding indebtedness of the ESOP was repaid with the proceeds of the sale of sufficient shares of Wachovia common stock held by the ESOP. 11 17 South Carolina National Corporation Amended and Restated Savings, Thrift and Deferred Cash Plan Notes to Financial Statements (continued) NOTE 2. DESCRIPTION OF THE PLAN (CONTINUED) No further contributions were made to the ESOP after January 1, 1992, and the shares of Wachovia common stock held by the ESOP after repayment of the outstanding indebtedness were allocated to the accounts of persons who were participants in the Plan at the time of the merger, based on proportionate ESOP account balances as calculated on December 31, 1991. Income of each fund is reinvested in that fund. Administrative expenses of the Plan are paid by the Corporation, except certain expenses related to the ESOP which are paid by the Plan. Subject to certain conditions, an employee while still employed may make withdrawals from his fund balances in the Plan derived from his after-tax contributions, the related Corporation matching contributions, and earnings thereon. Upon attainment of age 59 1/2, an employee may withdraw his fund balances derived from deferred cash contributions, the related Corporation matching contributions, and earnings thereon while remaining employed by the Corporation. Prior to attaining age 59 1/2, an employee may withdraw his deferred cash contributions (and the related Corporation matching contributions and earnings on or prior to December 31, 1988) only upon the event of a financial hardship as defined in the Plan. No withdrawal can be made from the Corporation's matching contribution invested in the ESOP for any reason prior to termination. Upon termination of employment for any reason (including retirement, disability or death) the total value of the employee's investment funds in the Plan is distributed to the employee (or his beneficiary). The Corporation has the right under the Plan at any time to terminate the Plan. In the event of termination of the Plan, all employer and participant contributions shall cease and all assets shall become nonforfeitable and be distributed to the participants as provided in the Plan. NOTE 3. INVESTMENTS The fair value of investments that represent 5% or more of the Plan's net assets are as follows: YEAR ENDED DECEMBER 30 1993 1992 ----------- ----------- The South Carolina National Bank Collective Investment Fund for Corporate Employee Benefit Trusts - Stock Fund (29,409 units) $13,767,012 Wachovia Corporation common stock (754,778 shares and 1,168,596 shares) $25,285,063 79,756,677 On January 22, 1993, Wachovia Corporation's board of directors approved a two-for-one common stock split, effected in the form of a stock dividend, payable on April 1, 1993 to shareholders of record on March 8, 1993. The shares of Wachovia common stock prior to the payable date presented herein have not been adjusted to reflect the stock split. 12 18 South Carolina National Corporation Amended and Restated Savings, Thrift and Deferred Cash Plan Notes to Financial Statements (continued) NOTE 4. TRANSACTIONS WITH PARTIES-IN-INTEREST The Plan invests in common stock of Wachovia Corporation, the Wachovia Short-Term Investment Fund, certain of the Biltmore Mutual Funds, which have been established by Wachovia, and certain of the South Carolina National Bank (a subsidiary of the Corporation) collective investment funds. The Plan received dividends on Wachovia Corporation common stock of $889,058 and $2,766,730 during 1993 and 1992, respectively. Interest income received from the Biltmore Mutual Funds in 1993 was $7,541. During the years ended December 30, 1993 and 1992, the Plan has had no prohibited transactions with any parties-in-interest. NOTE 5. INCOME TAX STATUS A ruling has been received from the Internal Revenue Service that the Plan, prior to the February 16, 1990 amendment adding the ESOP was "qualified" under Section 401 (a) of the Internal Revenue Code (the "Code") as in effect prior to the Tax Reform Act of 1986 and subsequent legislation (the "Acts"). The Corporation has amended the Plan to comply with those provisions of the Acts. The Corporation has requested a ruling that the Plan, as amended, is "qualified" under Section 401 (a) of the Code, as amended by the Acts. A determination letter regarding the status of the Plan after the 1992 amendment is pending. The Corporation is not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. NOTE 6. IRS FORM 5500 Realized gains are calculated using the historical cost basis for investments under generally accepted accounting principles, whereas realized gains are calculated using the revalued cost basis for investments on IRS Form 5500. 13 19 SUPPLEMENTAL SCHEDULE 20 South Carolina National Corporation Amended and Restated Savings, Thrift and Deferred Cash Plan Transactions or Series of Transactions in Excess of 5 Percent of the Current Value of Plan Assets Year ended December 30, 1993
NUMBER OF UNITS OR HISTORICAL NET DESCRIPTION OF ASSETS TRANSACTIONS PAR VALUE PROCEEDS COST GAIN - - ------------------------------ ------------- --------- -------- ---------- ---- CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5 PERCENT OF PLAN ASSETS Shearson Temporary Investment Fund Purchases 105 1,400,792 $ 1,400,792 Sales 34 1,344,333 $ 1,344,333 1,344,333 $ - Wachovia Corporation common stock Purchases 5 30,278 1,057,908 Sales 2 6,603 243,674 96,407 147,267
There were no category (i), (ii) or (iv) reportable transactions during 1993. 14 21 EXHIBIT 22 Consent of Independent Auditors We consent to the incorporation by reference in the registration statements (Form S-8: Nos. 33-34386, 33-15706, 2-99538, 33-44191, 33-44386, 33-44394, 33-54094 and 033-53325; Form S-3: Nos. 33-6280, 33-2232 and 33-59206) of Wachovia Corporation of our report dated June 3, 1994, with respect to the financial statements and schedules of the South Carolina National Corporation Amended and Restated Savings, Thrift and Deferred Cash Plan included in this Annual Report (Form 11-K) for the year ended December 30, 1993. /s/ ERNST & YOUNG Winston-Salem, North Carolina June 27, 1994 -----END PRIVACY-ENHANCED MESSAGE-----