-----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, SnCfuBb4nPKxEAzT98bd9qch50Gsp8mLKc17ik8YUSw4Zpo5yCJcULeaCxq7Kp3K NQ2AcaToo24PbbZ89nOiEg== 0000950168-98-000435.txt : 19980218 0000950168-98-000435.hdr.sgml : 19980218 ACCESSION NUMBER: 0000950168-98-000435 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980131 ITEM INFORMATION: FILED AS OF DATE: 19980213 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: SEC FILE NUMBER: 001-09021 FILM NUMBER: 98538074 BUSINESS ADDRESS: STREET 1: 100 N MAIN ST STREET 2: P O BOX 3099 CITY: WINSTON SALEM STATE: NC ZIP: 27150 BUSINESS PHONE: 9107705000 MAIL ADDRESS: STREET 1: 100 NORTH MAIN ST STREET 2: P O BOX 3099 CITY: WINSTON SALEM STATE: NC ZIP: 27150 FORMER COMPANY: FORMER CONFORMED NAME: FIRST WACHOVIA CORP DATE OF NAME CHANGE: 19910603 8-K 1 WACHOVIA CORPORATION 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): January 31, 1998 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 PEACHTREE STREET NE, ATLANTA, GA 30303 - ---------------------------------------------------------------- ------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: WINSTON-SALEM 336-770-5000 ATLANTA 404-332-5000 Not applicable (Registrant's former address of principal executive offices) Item 5. Other Information. On December 15, 1997, Wachovia Corporation, a North Carolina corporation (the "Registrant"), consummated a tax-free merger by and between the Registrant and Central Fidelity Banks, Inc., a Virginia corporation ("Central"), pursuant to which each outstanding share of common stock, par value $5.00 per share, of Central was converted into 0.63 shares of common stock, par value $5.0 per share, of the Registrant (the "Merger"). As a result, the Registrant issued approximately 36.3 million shares of common stock for all the shares of Central common stock. The transaction was accounted for as a pooling of interests. One of the required criteria for pooling of interests accounting is that the parties to the business combination must share mutually in the combined risks and rights of the transaction. In order to satisfy this risk sharing criteria of pooling of interests accounting, Securities and Exchange Commission Accounting Series Release 135 provides that the risk sharing will have occurred if no affiliate of either party to the merger transaction sells or otherwise disposes of any common stock received in the transaction until such time as financial results covering at least 30 days of post-merger combined operations have been published. In order to satisfy the risk sharing criteria, and thereby allow affiliates of either party to the transaction to sell or otherwise dispose of the Registrant's common stock acquired in the merger (in compliance with Securities and Exchange Commission Rules 145 and 144 regarding resales of common stock acquired in a business combination) the consolidated financial results of the Registrant are presented as follows for the one month period ended January 31, 1998: One Month Ended January 31, 1998 ---------------- ($ in thousands, except per share) Net interest income $188,590 Provision for loan losses 25,099 -------- Net interest income after provision for loan losses 163,491 Other income 89,427 Other expense 156,367 (1) --------- Income before taxes 96,551 Applicable income taxes 33,075 -------- Net income $ 63,476 ========== Net income per share: Basic $ .31 Diluted $ .30 Average shares outstanding Basic 206,033 Diluted 210,416 (1) Included in other expense is $4,804 of Merger related expenses. Net income excluding the after tax impact of merger related expenses is $66,407 and represents net income per diluted share of $ .32 . In the opinion of management, the unaudited financial information for the one month period ended January 31, 1998 includes all adjustments, consisting of normal recurring adjustments, necessary to present fairly the results of operations for the period ended. The results are not necessarily indicative of the results for the entire year or quarterly interim periods. 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 February 13, 1998 WACHOVIA CORPORATION By: Kenneth W. McAllister Name: Kenneth W. McAllister Title: Senior Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----