10-K/A 1 WACHOVIA CORPORATION 10-K/AMENDMENT NO. 1 12/31/94 1 1994 FORM 10-K/A No. 1 United States Securities and Exchange Commission Washington, DC 20549 Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 1994 Commission File Number 1-9021 WACHOVIA CORPORATION Incorporated in the State of North Carolina IRS Employer Identification Number 56-1473727 Address and Telephone: 301 North Main Street, Winston-Salem, North Carolina 27150, (910) 770-5000 191 Peachtree Street NE, Atlanta, Georgia 30303, (404) 332-5000 Securities registered pursuant to Section 12(b) of the Act: Common Stock -- $5.00 par value, which is registered on the New York Stock Exchange. As of February 8, 1995, Wachovia Corporation had 171,074,139 shares of common stock outstanding. The aggregate market value of Wachovia Corporation common stock held by nonaffiliates on February 8, 1995 was approximately $5.814 billion and the number of shares held by nonaffiliates was 170,998,826. Wachovia Corporation has (1) 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. 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. [X]. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Wachovia Corporation's Proxy Statement for its 1995 Annual Shareholders' Meeting, which will be filed with the Commission by April 30, 1995 are incorporated by reference into Part III of this report. Portions of the annual report to shareholders for the year ended December 31, 1994 are incorporated by reference into Parts I and II as indicated in the table below. Except for parts of the Wachovia Corporation Annual Report expressly incorporated herein by reference, this Annual Report is not to be deemed filed with the Securities and Exchange Commission.
PART I PAGE PART II -- Continued PAGE Item 1 Business Item 7 Management's Discussion and Analysis of Financial Description of Business...........3, 16-44, 72-74 Condition and Results Subsidiaries of Wachovia of Operations..............................16-44 Corporation...................................2 Average Balance Sheets/ Item 8 Financial Statements and Interest/Rates.................64-65, 68-69, 70 Supplementary Data..............37-44, 45, 46-63 Volume and Rate Variance Analysis........................19, 42 Item 9 Changes in and Disagreements Securities.................................21, 52 with Accountants on Loans..........................20, 28, 50, 53, 71 Accounting and Financial Allowance for Loan Losses Disclosure -- None and Loan Loss Experience............. 30, 42, 50 Deposits........................22, 26, 64-65, 70 PART III Return on Equity and Assets....................70 Short-Term Borrowed Funds......................26 Item 10 Directors and Executive Officers of the Registrant.......Proxy Statement Item 2 Properties........................................2 Item 11 Executive Compensation..............Proxy Statement Item 3 Legal Proceedings................................59 Item 12 Security Ownership of Item 4 Submission of Matters to a Vote Certain Beneficial Owners of Security Holders -- None and Management...................Proxy Statement PART II Item 13 Certain Relationships and Related Transactions.........Proxy Statement Item 5 Market for Registrant's Common Equity and Related PART IV Stockholder Matters....................................72-73 Item 14 Exhibits, Financial Statement Schedules and Reports on Item 6 Selected Financial Data...................66-67, 71 Form 8-K..................................3,7-11
2 PART IV Item 14. Exhibits 3.1 Amended and Restated Articles of Incorporation of the registrant (Exhibit 3.1 to Report on Form 10-K of Wachovia Corporation for the fiscal year ended December 31, 1993, File No. 1-9021*). 3.2 Bylaws of the registrant (Exhibit 3.2 to Report on Form 10-K of Wachovia Corporation for the fiscal year ended December 31, 1993, File No. 1-9021*). 4.1 Articles IV, VII, IX, X and XI of the registrant's Amended and Restated Articles of Incorporation (Included in Exhibit 3.1 hereto). 4.2 Article 1, Section 1.8, and Article 6 of the registrant's Bylaws (included in Exhibit 3.2 hereto). 4.3 Indenture dated as of May 15, 1986 between South Carolina National Corporation and Morgan Guaranty Trust Company of New York, as Trustee, relating to $35,000,000 principal amount of 6 1/2% Convertible Subordinated Debentures due in 2001 (Exhibit 28 to S-3 Registration Statement of South Carolina National Corporation, File No. 33-7710*). 4.4 First Supplemental Indenture dated as of November 26, 1991 by and among South Carolina National Corporation, Wachovia Corporation and Morgan Guaranty Trust Company of New York, as Trustee, amending the Indenture described in Exhibit 4.3 hereto (Exhibit 4.10 to Report on Form 10-K of Wachovia Corporation for the fiscal year ended December 31, 1991, File No. 1-9021*). 4.5 Indenture dated as of March 15, 1991 between South Carolina National Corporation and Bankers Trust Company, as Trustee, relating to certain unsecured subordinated securities (Exhibit 4(a) to S-3 Registration Statement of South Carolina National Corporation, File No. 33-39754*). 4.6 First Supplemental Indenture dated as of January 24, 1992 by and among South Carolina National Corporation, Wachovia Corporation and Bankers Trust Company, as Trustee, amending the Indenture described in Exhibit 4.5 hereto (Exhibit 4.12 to Report on Form 10-K of Wachovia Corporation for the fiscal year ended December 31, 1991, File No. 1-9021*). 4.7 Indenture dated as of August 22, 1989 between First Wachovia Corporation and The Philadelphia National Bank, as Trustee, relating to $300,000,000 principal amount of subordinated debt securities (Exhibit 4(c) to S-3 (Shelf) Registration Statement of First Wachovia Corporation, File No. 33-30721*). 4.8 First Supplemental Indenture, dated as of September 15, 1992 between Wachovia Corporation and CoreStates Bank, National Association, as Trustee, amending the Indenture described in Exhibit 4.7 hereto (Exhibit 4(d) to Report on Form 8 of Wachovia Corporation, filed on October 15, 1992, File No. 1-9021*). 4.9 Indenture dated as of March 1, 1993 between Wachovia Corporation and CoreStates Bank, National Association, as Trustee, relating to $500,000,000 principal amount of subordinated debt securities (Exhibit 4(a) to S-3 (Shelf) Registration Statement of Wachovia Corporation, File No. 33-59206*).
1 3 Item 14. Exhibits (Continued) 10.1 Deferred Compensation Plan of Wachovia Bank of North Carolina, N.A. (Exhibit 10.1 to Report on Form 10-K of Wachovia Corporation for the fiscal year ended December 31,1992, File No. 1-9021*). 10.2 1983 Amendment to Deferred Compensation Plan described in Exhibit 10.1 hereto (Exhibit 10.2 to Report on Form 10-K of Wachovia Corporation for the fiscal year ended December 31, 1992, File 1-9021*). 10.3 1986 Amendment to Deferred Compensation Plan described in Exhibit 10.1 hereto (Exhibit 10.9 to Report on Form 10-K of First Wachovia Corporation for the fiscal year ended December 31, 1986, File No. 1-9021*). 10.4 1983 Senior Management Stock Option Plan of Wachovia Corporation (Exhibit 4.2 to Post-Effective Amendment No. 1 to S-4 Registration Statement No. 2-99538*). 10.5 Stock Option and Stock Appreciation Rights Plan of Wachovia Corporation (Exhibit 4.3 to Post-Effective Amendment No. l to S-4 Registration Statement No. 2-99538*). 10.6 1986 Senior Management Stock Option Plan of Wachovia Corporation (Exhibit 10.20 to Report on Form 10-K of First Wachovia Corporation for the fiscal year ended December 31, 1986, File No. 1-9021*). 10.7 1987 Declaration of Amendment to 1986 Senior Management Stock Option Plan described in Exhibit 10.6 hereto (Exhibit 10.21 to Report on Form 10-K of First Wachovia Corporation for the fiscal year ended December 31, 1986, File No. 1-9021*). 10.8 Senior Management Incentive Plan of Wachovia Corporation as amended through April 22, 1994 (Exhibit 10.2 to Quarterly Report on Form 10-Q of Wachovia Corporation for the quarter ended March 31, 1994, File No. 1-9021*) 10.9 Retirement Income Benefit Equalization Plan of Wachovia Corporation (Exhibit 10.15 to Report on Form 10-K of First Wachovia Corporation for the fiscal year ended December 31, 1987, File No. 1-9021*). 10.10 Retirement Savings and Profit-Sharing Benefit Equalization Plan of Wachovia Corporation (Exhibit 10.16 to Report on Form 10-K of First Wachovia Corporation for the fiscal year ended December 31, 1987, File No. 1-9021*). 10.11 Amendment to Retirement Savings and Profit-Sharing Benefit Equalization Plan described in Exhibit 10.10 hereto. (Exhibit 10.11 to Report on Form 10-K of Wachovia Corporation for the fiscal year ended December 31, 1993, File No. 1-9021*). 10.12 Employment Agreements between Wachovia Corporation and Messrs. L. M. Baker, Jr., Robert S. McCoy, Jr., G. Joseph Prendergast, Anthony L. Furr and Walter E. Leonard, Jr. (Exhibit 10.17 to Report on Form 10-K of First Wachovia Corporation for the fiscal year ended December 31, 1987, File No. 1-9021*). 10.13 Amendment to Employment Agreements described in Exhibit 10.12 hereto (Exhibit 10.14 to Report on Form 10-K of First Wachovia Corporation for the fiscal year ended December 31, 1990, File No. 1-9021*).
2 4 Item 14. Exhibits (Continued) 10.14 Employment Agreement between Wachovia Corporation and Mr. James G. Lindley (Exhibit 10.15 to Report on Form 10-K of Wachovia Corporation for the fiscal year ended December 31, 1991, File No. 1-9021*). 10.15 Agreement between Wachovia Corporation and Mr. John G. Medlin, Jr. (Exhibit 10.16 to Report on Form 10-K of Wachovia Corporation for the fiscal year ended December 31, 1993, File No. 1-9021*). 10.16 Executive Retirement Agreements between Wachovia Corporation and Messrs. John G. Medlin, Jr., L. M. Baker, Jr., Robert S. McCoy, Jr., G. Joseph Prendergast, Anthony L. Furr and Walter E. Leonard, Jr. (Exhibit 10.18 to Report on Form 10-K of First Wachovia Corporation for the fiscal year ended December 31, 1987, File No. 1-9021*). 10.17 Amendment to Executive Retirement Agreements described in Exhibit 10.16 hereto (Exhibit 10.17 to Report on Form 10-K of Wachovia Corporation for the fiscal year ended December 31, 1991, File No. 1-9021*). 10.18 Amendment to Executive Retirement Agreement between Wachovia Corporation and Mr. John G. Medlin, Jr. (Exhibit 10.3 to Quarterly Report on Form 10-Q of Wachovia Corporation for the quarter ended September 30, 1993, File 1-9021*). 10.19 Amendment to Executive Retirement Agreements between Wachovia Corporation and Messrs. John G. Medlin, Jr., L. M. Baker, Jr., Robert S. McCoy, Jr., G. Joseph Prendergast, Anthony L. Furr and Walter E. Leonard, Jr. (Exhibit 10.4 to Quarterly Report on Form 10-Q of Wachovia Corporation for the quarter ended September 30, 1993, File 1-9021*). 10.20 Senior Management and Director Stock Plan of Wachovia Corporation (Exhibit 10 to Quarterly Report on Form 10-Q of First Wachovia Corporation for the quarter ended March 31, 1989, File No. 1-9021*). 10.21 1990 Declaration of Amendment to Senior Management and Director Stock Plan as described in Exhibit 10.20 hereto (Exhibit 10.17 to Report on Form 10-K of First Wachovia Corporation for fiscal year ended December 31, 1989, File No. 1-9021*). 10.22 Deferred Compensation Plan for the Board of Directors of Wachovia Corporation (Exhibit 10.19 to Report on Form 10-K of First Wachovia Corporation for the fiscal year ended December 31, 1990, File No. 1-9021*). 10.23 Retirement Pay Plan for Directors of Wachovia Corporation (Exhibit 10.21 to Report on Form 10-K of First Wachovia Corporation for the fiscal year ended December 31, 1990, File No. 1-9021*). 10.24 Supplemental Executive Retirement Plan of South Carolina National Corporation (Exhibit 10(a) to Report on Form 10-K of South Carolina National Corporation for the fiscal year ended December 31, 1988, File No. 0-7042*). 10.25 Amendment to Supplemental Executive Retirement Plan described in Exhibit 10.24 hereto (Exhibit 10(a) to Report on Form 10-K of South Carolina National Corporation for the fiscal year ended December 31, 1990, File No. 0-7042*). 10.26 Amendment to Supplemental Executive Retirement Plan described in Exhibit 10.24 hereto (Exhibit 10.27 to Report on Form 10-K of Wachovia Corporation for the fiscal year ended December 31, 1993, File No. 1-9021*).
3 5 Item 14. Exhibits (Continued) 10.27 Management Restricted Stock Award Plan of South Carolina National Corporation, as amended (Exhibit 10(b) to Report on Form 10-K of South Carolina National Corporation for the fiscal year ended December 31, 1990, File No. 0-7042*). 10.28 Amendment to Management Restricted Stock Award Plan described in Exhibit 10.27 hereto (Exhibit 10.1 to Quarterly Report on Form 10-Q of Wachovia Corporation for the quarter ended September 30, 1993, File 1-9021*). 10.29 Incentive Stock Option Plan of South Carolina National Corporation, as amended (Exhibit 10(c) to Report on Form 10-K of South Carolina National Corporation for the fiscal year ended December 31, 1990, File No. 0-7042*). 10.30 Amendment to Incentive Stock Option Plan described in Exhibit 10.29 hereto (Exhibit 10.2 to Quarterly Report on Form 10-Q of Wachovia Corporation for the quarter ended September 30, 1993, File 1-9021*). 10.31 Deferred Compensation Plan dated as of January 19, 1987, as amended (Exhibit 10(c) to Report on Form 10-K of South Carolina National Corporation for the fiscal year ended December 31, 1986, File No. 0-7042*). 10.32 Amendment to Deferred Compensation Plan described in Exhibit 10.31 hereto (Exhibit 19(b) to Quarterly Report on Form 10-Q of South Carolina National Corporation for the quarter ended September 30, 1987, File No. 0-7042*). 10.33 Amendment to Deferred Compensation Plan described in Exhibit 10.31 hereto (Exhibit 10(d) to Report on Form 10-K of South Carolina National Corporation for the fiscal year ended December 31, 1988, File No. 0-7042*). 10.34 Amendment to Deferred Compensation Plan described in Exhibit 10.31 hereto (Exhibit 10.35 to Report on Form 10-K of Wachovia Corporation for the fiscal year ended December 31, 1993, File No. 1-9021*). 10.35 Summary and specimen policy of Executive Universal Life Program (Exhibit 10(d) to Report on Form 10-K of South Carolina National Corporation for the fiscal year ended December 31, 1986, File No. 0-7042*). 10.36 Agreement for Deferral of Directors' Fees (Exhibit 10(b) to S-14 Registration Statement of South Carolina National Corporation, No. 2-89011*). 10.37 Amendment to Agreement for Deferral of Directors' Fees described in Exhibit 10.36 hereto (Exhibit 10.39 to Report on Form 10-K of Wachovia Corporation for the fiscal year ended December 31, 1991, File No. 1-9021*). 10.38 Form 11-K of the Wachovia Corporation Retirement Savings and Profit-Sharing Plan, to be filed as an amendment to Form 10-K for the year ended December 31, 1994. 10.39 Wachovia Corporation Stock Plan (Exhibit 4.1 to S-8 Registration Statement No. 033-53325*). 11 Computation of Earnings Per Share (Note O to 1994 Consolidated Financial Statements of Wachovia Corporation and Subsidaries, page 62 of 1994 Annual Report to Shareholders*).
4 6 Item 14. Exhibits (Continued) -------------------- 13 Wachovia Corporation 1994 Annual Report to Shareholders, with the Report of Independent Auditors therein being manually signed in one copy by Ernst & Young LLP. (Except for those portions thereof which are expressly incorporated by reference herein, this report is not "filed" as a part of this Report on Form 10-K). 21 Subsidiaries of the Registrant (listed under "Subsidiaries of Wachovia Corporation" and included on page 2 of Report on Form 10-K for the fiscal year ended December 31, 1994*). 23 Consent of Ernst & Young LLP. (Exhibit 23 to Report on Form 10-K of Wachovia Corporation for the fiscal year ended December 31, 1994, File No. 1-9021*). 24 Power of Attorney. (Exhibit 24 to Report on Form 10-K of Wachovia Corporation for the fiscal year ended December 31, 1994, File No. 1-9021*). 27 Financial Data Schedule (for SEC purposes only). (Exhibit 27 to Report on Form 10-K of Wachovia Corporation for the fiscal year ended December 31, 1994, File No. 1-9021*).
* Incorporated by reference. 5 7 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 March 30, 1995