-----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, eZpNih3fF/Cy1joPKkwaj/gODFnQJrf8+zVO++qZCeEoCR68htVVQGxj2Wi+Bi2K nnlC6B6ucuZzP+ZiNwir2w== 0000950144-94-001285.txt : 19940706 0000950144-94-001285.hdr.sgml : 19940706 ACCESSION NUMBER: 0000950144-94-001285 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940628 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: 94536325 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 NO. 2 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A No. 2 (to file Exhibit 10.39) 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 and Chief Financial Officer June 27, 1994 EX-10.39 2 FORM 11-K 1 EXHIBIT 10.39 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 31, 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 WACHOVIA CORPORATION RETIREMENT SAVINGS AND PROFIT-SHARING 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 31, 1993 and 1992, and Statement of Changes in Net Assets Available for Plan Benefits for the years ended December 31, 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. WACHOVIA CORPORATION RETIREMENT SAVINGS AND PROFIT- SHARING 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 RETIREMENT SAVINGS AND PROFIT-SHARING PLAN OF WACHOVIA CORPORATION Years ended December 31, 1993 and 1992 with Report of Independent Auditors 5 Retirement Savings and Profit-Sharing Plan of Wachovia Corporation Financial Statements and Supplemental Schedules Years ended December 31, 1993 and 1992 CONTENTS Report 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 . . . . . . . . . . . . . . . . . . . . . 5 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Supplemental Schedule Transactions or Series of Transactions in Excess of 5% of the Current Value of Plan Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
6 Report of Independent Auditors Board of Directors Wachovia Corporation We have audited the accompanying statements of net assets available for plan benefits of the Retirement Savings and Profit-Sharing Plan of Wachovia Corporation (the Plan) as of December 31, 1993 and 1992, and the related statements 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 audits. 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 31, 1993 and 1992, and the changes in its 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 accompanying supplemental schedules of assets held for investment at December 31, 1993 and transactions or series of transactions in excess of 5% of the current value of plan assets for the year then ended, are presented for purposes 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 are not a required part of the financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the 1993 financial statements and, in our opinion, are 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 Retirement Savings and Profit-Sharing Plan of Wachovia Corporation Statement of Net Assets Available for Plan Benefits December 31, 1993
SHORT-TERM LONG-TERM STOCK BALANCED FUND FUND FUND FUND ----------- ----------- ------------ ------------- ASSETS Investments at fair value: Wachovia Corporation common stock (3,922,736 shares; cost - $67,647,486) $131,411,656 Authorized demand notes $ 310,920 Wachovia Short-Term Investment Fund (4,052,166 units; cost - $4,052,166) $ 712,967 2,589,970 $ 407,297 Biltmore Funds: Biltmore Short-Term Fixed Income Fund (7,927,780 units; cost - $79,258,240) 78,485,219 Biltmore Fixed Income Fund (3,969,741 units; cost - $39,700,509) 39,379,827 Biltmore Balanced Fund (2,841,821 units; cost - $28,484,491) 29,356,009 Biltmore Equity Index Fund (2,417,487 units; cost - $24,235,811) ----------- ----------- ------------ ------------ 79,198,186 39,690,747 134,001,626 29,763,306 Participant loans Contributions receivable 1,956,995 1,015,069 9,662,367 1,085,937 Accrued income 1,394 709 11,204 617 ----------- ----------- ------------ ------------ Total assets 81,156,575 40,706,525 143,675,197 30,849,860 LIABILITIES Employee withdrawals (1,534,883) (46,997) (3,258,104) (41,538) Forfeiture accrual (76,644) (36,138) (111,559) (35,013) Interfund transfers (37,623) (107,804) (43,916) 257,747 ----------- ----------- ------------ ------------ Total liabilities (1,649,150) (190,939) (3,413,579) 181,196 ----------- ----------- ------------ ------------ Net assets available for plan benefits $79,507,425 $40,515,586 $140,261,618 $ 31,031,056 =========== =========== ============ ============
2 8
STOCK INDEX LOAN FUND FUND TOTAL ----------- ----------- ------------ ASSETS Investments at fair value: Wachovia Corporation common stock (3,922,736 shares; cost - $67,647,486) $131,411,656 Authorized demand notes 310,920 Wachovia Short-Term Investment Fund (4,052,166 units; cost - $4,052,166) $ 341,932 4,052,166 Biltmore Funds: Biltmore Short-Term Fixed Income Fund (7,927,780 units; cost - $79,258,240) 78,485,219 Biltmore Fixed Income Fund (3,969,741 units; cost - $39,700,509) 39,379,827 Biltmore Balanced Fund (2,841,821 units; cost - $28,484,491) 29,356,009 Biltmore Equity Index Fund (2,417,487 units; cost - $24,235,811) 25,407,793 25,407,793 ----------- ----------- ------------ 25,749,725 308,403,590 Participant loans $10,130,807 10,130,807 Contributions receivable 942,153 14,662,521 Accrued income 412 14,336 ----------- ----------- ------------ Total assets 26,692,290 10,130,807 333,211,254 LIABILITIES Employee withdrawals (137,825) (5,019,347) Forfeiture accrual (30,324) (289,678) Interfund transfers (68,404) ----------- ----------- ------------ Total liabilities (236,553) (5,309,025) ----------- ----------- ------------ Net assets available for plan benefits $26,455,737 $10,130,807 $327,902,229 =========== =========== ============ See accompanying notes to financial statements.
3 9 Retirement Savings and Profit-Sharing Plan of Wachovia Corporation Statement of Net Assets Available for Plan Benefits December 31, 1992
SHORT-TERM LONG-TERM STOCK LOAN FUND FUND FUND FUND TOTAL ------------ ------------ ----------- ---------- ------------ ASSETS Investments at fair value: Wachovia Corporation common stock (1,060,347 shares; cost - $28,493,159) $ 71,686,183 $ 71,686,183 Authorized demand notes $ 197,750 197,750 Common Trust Funds: Wachovia Short-Term Bond Fund (606,057 units; cost - $97,353,966) 97,535,177 97,535,177 Wachovia Short-Term Investment Fund (5,537,795 units; cost - $5,537,795) 4,644,041 $ 652,232 241,522 5,537,795 Wachovia Fixed Income Fund (117,238 units; cost - $40,237,506) 44,082,191 44,082,191 ------------ ----------- ------------ ---------- ------------ 102,376,968 44,734,423 71,927,705 219,039,096 Cash and cash equivalents 19 19 Participant loans $3,853,641 3,853,641 Contributions receivable 2,732,669 1,093,230 2,066,424 5,892,323 Accrued income 1,613,242 2,004 1,242 1,616,488 ------------ ----------- ------------ ---------- ------------ Total assets 106,722,898 45,829,657 73,995,371 3,853,641 230,401,567 LIABILITIES Employee withdrawals (1,665,170) (616,064) (1,917,009) (4,198,243) Forfeiture accrual (83,575) (44,553) (105,553) (233,681) Refund to participants payable (170,968) (94,437) (97,390) (362,795) Interfund transfers 126,103 (69,546) (56,557) - ------------ ----------- ------------ ---------- ------------ Total liabilities (1,793,610) (824,600) (2,176,509) - (4,794,719) ------------ ----------- ------------ ---------- ------------ Net assets available for plan benefits $104,929,288 $45,005,057 $ 71,818,862 $3,853,641 $225,606,848 ============ =========== ============ ========== ============ See accompanying notes to financial statements.
4 10 Retirement Savings and Profit-Sharing Plan of Wachovia Corporation Statement of Changes in Net Assets Available for Plan Benefits Year Ended December 31, 1993
SHORT-TERM LONG-TERM STOCK BALANCED FUND FUND FUND FUND ----------- ----------- ----------- ----------- ADDITIONS Contributions: Employee $ 5,165,135 $ 2,725,497 $ 6,720,995 $ 2,825,119 Employer 5,145,321 2,070,813 12,305,677 2,164,942 Interest and dividend income 4,133,839 2,649,553 4,417,876 1,076,073 Net realized and unrealized appreciation (depreciation) in fair value of investments (263,081) 961,083 (1,752,974) 1,514,698 Loan repayments Interplan transfers 8,417,112 1,878,007 52,549,943 4,791,871 ----------- ----------- ------------ ----------- 22,598,326 10,284,953 74,241,517 12,372,703 DEDUCTIONS Withdrawals (11,696,401) (4,433,835) (17,592,016) (2,109,131) Fees and commissions (601,459) Interfund transfers (35,722,329) (10,340,589) 11,793,255 20,767,484 ----------- ----------- ------------ ----------- (48,020,189) (14,774,424) (5,798,761) 18,658,353 Net additions (deductions) (25,421,863) (4,489,471) 68,442,756 31,031,056 Net assets available for plan benefits at beginning of period 104,929,288 45,005,057 71,818,862 - ----------- ----------- ------------ ----------- Net assets available for plan benefits at end of period $79,507,425 $40,515,586 $140,261,618 $31,031,056 =========== =========== ============ ===========
5 11
STOCK INDEX LOAN FUND FUND TOTAL ------------ ----------- ----------- ADDITIONS Contributions: Employee $ 2,412,680 $ 19,849,426 Employer 1,879,342 23,566,095 Interest and dividend income 652,781 $ 221,112 13,151,234 Net realized and unrealized appreciation (depreciation) in fair value of investments 1,502,299 5,910 1,967,935 Loan repayments 147,786 147,786 Interplan transfers 14,128,993 81,765,926 ----------- ----------- ------------ 20,576,095 374,808 140,448,402 DEDUCTIONS Withdrawals (1,714,269) (5,910) (37,551,562) Fees and commissions (601,459) Interfund transfers 7,593,911 5,908,268 - ----------- ----------- ------------ 5,879,642 5,902,358 (38,153,021) Net additions (deductions) 26,455,737 6,277,166 102,295,381 Net assets available for plan benefits at beginning of period - 3,853,641 225,606,848 ----------- ----------- ------------ Net assets available for plan benefits $26,455,737 $10,130,807 $327,902,229 at end of period =========== =========== ============ See accompanying notes to financial statements.
6 12 Retirement Savings and Profit-Sharing Plan of Wachovia Corporation Statement of Changes in Net Assets Available for Plan Benefits Year Ended December 31, 1992
SHORT-TERM LONG-TERM STOCK LOAN FUND FUND FUND FUND TOTAL ------------ ------------ ------------ ----------- ------------ ADDITIONS Contributions: Employee $ 8,937,623 $ 5,084,923 $ 14,022,546 Employer 5,519,047 2,097,924 $ 4,388,680 12,005,651 Interest and dividend income 6,909,968 2,998,613 2,111,156 252,833 12,272,570 Net realized and unrealized appreciation (depreciation) in fair value of investments (973,467) 13,850 10,576,531 9,616,914 Loan repayments 23,564 23,564 ------------ ------------ ------------ ----------- ------------ 20,393,171 10,195,310 17,076,367 276,397 47,941,245 DEDUCTIONS Withdrawals (10,477,349) (4,279,458) (8,122,431) (123,341) (23,002,579) Fees and commissions (614,748) (614,748) Interfund transfers (2,351,730) 328,142 927,200 1,096,388 - ------------ ------------ ------------ ----------- ------------ (13,443,827) (3,951,316) (7,195,231) 973,047 (23,617,327) Net additions (deductions) 6,949,344 6,243,994 9,881,136 1,249,444 24,323,918 Net assets available for plan benefits at beginning of period 97,979,944 38,761,063 61,937,726 2,604,197 201,282,930 ------------ ------------ ------------ ----------- ------------ Net assets available for plan benefits at end of period $104,929,288 $ 45,005,057 $ 71,818,862 $ 3,853,641 $225,606,848 ============ ============ ============ =========== ============ See accompanying notes to financial statements.
7 13 Retirement Savings And Profit-Sharing Plan Of Wachovia Corporation Notes To Financial Statements December 31, 1993 NOTE 1. SIGNIFICANT ACCOUNTING POLICIES VALUATION OF INVESTMENTS: Marketable securities are stated at fair value. Securities traded on a national securities exchange are valued at the last reported sales price on the last business day of the Plan year; investments traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last reported bid price. Investments in common trust funds and mutual funds are valued at market value as determined by the funds' sponsors. RECLASSIFICATIONS: The 1992 financial statement format has been changed to conform to the 1993 presentation. NOTE 2. DESCRIPTION OF THE PLAN The Retirement Savings and Profit-Sharing Plan of Wachovia Corporation (the Plan) is a defined contribution plan which provides for pension and disability benefits. Participation in the Plan, which is voluntary, is limited to those employees who qualify as to age and length of service. Contributions by active participants are limited to an amount equal to not less than one percent nor more than ten percent of their base compensation. The Corporation voluntarily contributes amounts equal to fifty percent of participants' contributions up to six percent of the participants' base compensation. In addition to the regular fifty percent matching contributions, the Plan provides for additional matching and special discretionary employer contributions. Additional matching employer contributions are made in accordance with a formula established annually by the Corporation's Board of Directors, conditional upon meeting certain consolidated performance goals of the Corporation, and not to exceed fifty percent of participants' contributions in any one year. Special discretionary contributions are limited to four percent of the compensation of eligible employees for the respective Plan year. The South Carolina National Corporation Amended and Restated Savings, Thrift and Deferred Cash Plan (the SCN Plan) was amended effective January 1, 1992 to substantially conform it to the Plan. During 1993, the account balances of participants under the SCN Plan, other than certain ESOP and deductible components, were transferred to the Plan. The following is a description of the investment funds available to the participants: SHORT-TERM FUND: This fund invests in short-term fixed income securities through the Biltmore Short-Term Fixed Income Fund in 1993 and in a Wachovia Diversified Short-Term Bond Fund in 1992. LONG-TERM FUND: This fund invests in corporate and government debt obligations through the Biltmore Fixed Income Fund in 1993 and the Wachovia Diversified Fixed Income Fund in 1992. WACHOVIA CORPORATION COMMON STOCK FUND: This fund invests in common stock of Wachovia Corporation. 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. 8 14 Retirement Savings and Profit Sharing Plan of Wachovia Corporation Notes to Financial Statements (continued) NOTE 2. DESCRIPTION OF THE PLAN (CONTINUED) CORPORATE BALANCED FUND: This fund invests in equity and debt securities through the Biltmore Balanced Fund in 1993 and the Wachovia Diversified Balanced Fund in 1992. STOCK INDEX 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 Wachovia Diversified Stock Index Fund in 1992. LOAN FUND: Employees may borrow up to 50% of their vested account balance at an annual interest rate of prime + 1%. The loan repayments are made by payroll deduction and are not to exceed five years. The vesting period for employer contributions is based on completed months of service as follows:
COMPLETED MONTHS VESTED OF SERVICE PERCENTAGE ---------- ---------- Less than 24 0% 24 25% 36 50% 48 75% 60 or more 100%
The Corporation has the right under the Plan to discontinue its contributions at any time and 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. Voluntary withdrawals of current year contributions by Plan participants result in forfeiture of the related contribution by the Corporation. Termination of employment exclusive of retirement, death, or disability results in forfeiture of all non-vested contributions by the Corporation, unless the participant is re-employed within the same calendar year. Forfeitures of nonvested benefits serve to offset future contributions by the Corporation. NOTE 3. INVESTMENTS The Plan's investments are held and administered by Wachovia Bank of North Carolina, N.A. as trustee. 9 15 Retirement Savings and Profit Sharing Plan of Wachovia Corporation Notes to Financial Statements (continued) NOTE 3. INVESTMENTS (CONTINUED) The fair value of investments that represent 5% or more of the Plan's net assets are as follows:
YEAR ENDED DECEMBER 31 1993 1992 ------------ -------------- Wachovia Corporation common stock (3,922,736 shares and 1,060,347 shares) $131,411,656 $ 71,686,183 Wachovia Fixed Income Fund (117,238 units) 44,082,191 Wachovia Short-Term Bond Fund (606,057 units) 97,535,177 Biltmore Short-Term Fixed Income Fund (7,927,780 units) 78,485,219 Biltmore Fixed Income Fund (3,969,741 units) 39,379,827 Biltmore Balanced Fund (2,841,821 units) 29,356,009 Biltmore Equity Index Fund (2,417,487 units) 25,407,793
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. NOTE 4. ADDITIONAL MATCHING EMPLOYER CONTRIBUTIONS The Corporation's Board of Directors approved additional matching contributions aggregating $14,662,521 and $5,892,323 for the years ended December 31, 1993 and 1992, respectively. The additional contributions are reported as part of contributions receivable in the statements of net assets available for plan benefits for the respective years. NOTE 5. TRANSACTIONS WITH PARTIES-IN-INTEREST The Plan invests in common stock of Wachovia Corporation and certain Wachovia common trust funds. The Plan received dividends of $4,375,417 and $2,097,700 on shares of Wachovia Corporation common stock during 1993 and 1992, respectively. Income received from holdings of Wachovia common trust funds during 1993 and 1992 was $3,448,475 and $3,237,700, respectively. Income received from holdings of the Biltmore funds during 1993 was $5,132,859. Fees paid for legal, accounting, and other services rendered by parties-in-interest were based on customary and reasonable rates for such services. The Plan is reimbursed by the Corporation for fees and commissions paid. Fees paid to Wachovia Bank of North Carolina, N.A. as trustee were $601,459 and $614,748 in 1993 and 1992, respectively. 10 16 Retirement Savings and Profit Sharing Plan of Wachovia Corporation Notes to Financial Statements (continued) NOTE 5. TRANSACTIONS WITH PARTIES-IN-INTEREST (CONTINUED) Loans to participants were included in investments and amounted to $10,130,807 and $3,853,641 as of December 31, 1993 and 1992, respectively. In accordance with the provisions of the Plan, the interest rate, terms and collateral requirements for participant loans are determined by the Administrative Committee of the Plan. NOTE 6. INCOME TAX STATUS The Internal Revenue Service has previously ruled that the Plan qualifies under section 401(a) of the Internal Revenue Code (IRC) and is, therefore, not subject to tax under present income tax law. A determination letter regarding the status of the Plan after the 1989 Plan merger is pending. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. 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 7. IRS FORM 5500 Amounts per the financial statements may differ from those presented on IRS Form 5500 due to the use of generally accepted accounting principles for the financial statements and the cash basis of accounting for IRS Form 5500. In addition, 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. 11 17 SUPPLEMENTAL SCHEDULE 18 Retirement Savings and Profit-Sharing Plan of Wachovia Corporation Transactions or Series of Transactions in Excess of 5% of the Current Value of Plan Assets Year ended December 31, 1993
NUMBER OF UNITS OR HISTORICAL DESCRIPTION OF ASSET TRANSACTIONS PAR VALUE PROCEEDS COST NET GAIN -------------------- ------------ --------- --------- --------- -------- CATEGORY 1 Wachovia Diversified Short- Purchase 17,822,082 $ 17,822,082 Term Investment Fund Biltmore Short-Term Fixed Income Fund Purchase 82,052,708 82,052,708 Wachovia Diversified Sale 111,104 $ 17,822,082 17,861,079 $ (38,997) Short-Term Bond Fund Sale 495,638 82,052,708 81,328,640 724,068 Wachovia Diversified Fixed Income Fund Sale 398 40,092,427 35,575,064 4,517,363 Biltmore Fixed Income Fund Purchase 4,009,243 40,092,427 Wachovia Diversified Purchase 210,760 21,076,000 Balanced Fund Sale 254,453 26,456,682 25,813,502 643,180 Biltmore Balanced Fund Purchase 2,645,668 26,456,681 Wachovia Diversified Purchase 111,766 20,495,873 Stock Index Fund Sale 124,452 23,340,669 23,040,961 299,708 Biltmore Equity Index Fund Purchase 2,334,067 23,340,669 CATEGORY 3 Wachovia Diversified Short- Purchases 423 140,093,228 140,093,228 Term Investment Fund Sales 321 141,332,953 141,332,953 141,332,953 - Biltmore Short-Term Purchases 10 8,502,652 85,006,544 Fixed Income Fund Sales 10 574,852 5,725,094 5,748,304 (23,210) Wachovia Diversified Short- Purchases 3 31,725 5,139,570 Term Bond Fund Sales 5 637,782 104,952,095 104,237,734 714,361 Wachovia Diversified Fixed Purchases 2 797 304,553 Income Fund Sales 4 17,653 46,679,167 41,549,102 5,130,065 Wachovia Corporation Purchases 22 488,366 25,086,341 Common Stock Sales 7 131,272 5,028,192 3,693,072 1,335,120 Biltmore Fixed Income Fund Purchases 10 4,171,560 41,719,231 Sales 5 201,860 2,015,107 2,018,721 (3,614)
12 19 Retirement Savings and Profit-Sharing Plan of Wachovia Corporation Transactions or Series of Transactions in Excess of 5% of the Current Value of Plan Assets (continued)
NUMBER OF UNITS OR HISTORICAL DESCRIPTION OF ASSET TRANSACTIONS PAR VALUE PROCEEDS COST NET GAIN -------------------- ------------ --------- --------- ---------- -------- Wachovia Diversified Purchases 5 254,453 $25,469,446 Balanced Fund Sales 1 254,453 $26,456,681 25,813,502 $643,179 Biltmore Balanced Fund Purchases 7 2,841,821 28,484,491 Wachovia Diversified Purchases 4 124,541 22,843,521 Stock Index Fund Sales 2 124,541 23,356,743 23,057,292 299,451 Biltmore Equity Index Fund Purchases 8 2,490,061 24,962,719 Sales 4 72,574 39,748,182 39,417,865 330,317
13 20 EXHIBIT 21 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 Retirement Savings and Profit-Sharing Plan of Wachovia Corporation included in this Annual Report (Form 11-K) for the year ended December 31, 1993. /s/ ERNST & YOUNG Winston-Salem, North Carolina June 27, 1994 -----END PRIVACY-ENHANCED MESSAGE-----