Item 1. Business - -----------------
GENERAL
Wachovia Corporation ("Wachovia"), a North Carolina corporation, is a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and a savings and loan holding company within the meaning of the Home Owners Loan Act of 1933, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989. Its member companies provide a wide range of banking and bank-related services to customers throughout the United States and abroad. The subsidiaries of Wachovia and its member companies are listed on pages 6 and 7 of this report.
On December 6, 1991, pursuant to the Agreement and Plan of Merger, which was approved by the shareholders of South Carolina National Corporation on October 25, 1991, South Carolina National Corporation became a wholly-owned subsidiary of Wachovia Corporation.
Wachovia Bank of North Carolina, N.A., provides personal, commercial, trust and institutional banking services through 223 full-service banking offices in 96 North Carolina cities and communities. In addition, it has a foreign branch in Grand Cayman and an Edge Act subsidiary - Wachovia International Banking Corporation, with a branch in New York City. Retail banking is conducted primarily through the statewide branch network, but other services are provided to corporations and institutions across North Carolina, the Southeast, the nation and the world.
Wachovia Bank of Georgia, N.A., provides a full range of banking services with a network of 129 offices in Georgia, including 90 in metropolitan Atlanta, and a foreign branch in Grand Cayman. The First National Bank of Atlanta in Wilmington, Delaware, provides credit card services for Wachovia's affiliated banks.
South Carolina National Corporation, a bank and savings and loan holding company, provides full-service banking through its principal subsidiary, The South Carolina National Bank. The South Carolina National Bank has 157 offices in 70 South Carolina cities and communities and a foreign branch in Grand Cayman. The South Carolina National Bank plans to change its name to Wachovia Bank of South Carolina, N.A., in May 1994. The action was approved by its board of directors in October 1993.
Wachovia Corporate Services, Inc., manages major corporate and institutional relationships in the national and international markets for Wachovia's member banks. Main offices are based in Atlanta, Winston-Salem and Columbia, with representative offices located in Chicago, London, New York City and Tokyo.
Wachovia Trust Services, Inc., is the administrative framework for the trust function which offers fiduciary, investment management and related financial services for corporate, institutional and individual clients through Wachovia Bank of North Carolina, N.A., Wachovia Bank of Georgia, N.A., and The South Carolina National Bank.
Wachovia Mortgage Company conducts mortgage banking operations in the southeastern United States and has 18 residential loan offices in the states of North Carolina, South Carolina, Florida and Georgia. The company originates and places permanent residential loans, makes interim residential construction loans and services residential and commercial mortgage portfolios for long-term investors including insurance companies, savings institutions and others.
Wachovia Operational Services Corporation provides information processing and systems development services for Wachovia's subsidiaries. The company provides operational support for corporate and retail depository and cash management products, as well as information services corporate-wide.
Item 1. Business (Continued) - -----------------------------
Wachovia Securities, Inc., provides discount brokerage services to customers primarily in Georgia, North Carolina, and South Carolina. Financial Life Insurance Company of Georgia acts principally as a reinsurer of credit life and accident and health insurance on extensions of credit made by subsidiaries of Wachovia Bank of Georgia, N.A. Wachovia Leasing Corporation provides equipment leasing for commercial and industrial clients of Wachovia's banks.
Wachovia Student Financial Services, Inc. was sold on February 3, 1993 to EduServ Technologies, Inc., of St. Paul, Minnesota.
At December 31, 1993, Wachovia and its subsidiaries had 15,531 full-time equivalent employees. The financial condition and business growth of Wachovia and subsidiaries are indicated in the condensed balance sheet information presented on page 61 of the 1993 Annual Report to Shareholders (1993 Annual Report). The section of the 1993 Annual Report entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 8 through 34 is incorporated herein by reference.
DISTRIBUTION OF BALANCE SHEET; INTEREST RATES AND INTEREST DIFFERENTIAL
The daily average statements of condition of Wachovia and subsidiaries for the six years ended December 31, 1993 and an analysis of net interest earnings are included in the 1993 Annual Report on the pages indicated and are herein incorporated by reference.
The tables below summarize the changes in interest income (taxable equivalent) and interest expense resulting from changes in rates and changes in volume for the years ended December 31, 1993 and 1992. Changes which are not solely due to rate or to volume are allocated proportionately to rate and volume. Nonaccrual loan balances are included in loans. Additional detail on the changes in interest income and interest expense between 1993 and 1992 is shown in Table 3 on page 11 of the 1993 Annual Report.
Item 1. Business (Continued) - -----------------------------
INVESTMENT PORTFOLIO
A breakdown of the book and market values of investment securities by type at December 31, 1993, 1992 and 1991 is shown in Table 5 on page 14 of the 1993 Annual Report. This table also reflects the type and maturity with average maturities by type and weighted average yields for each range of maturities for 1993. The standard bond formula was employed in computing the yield at cost. Yields are adjusted to a fully taxable equivalent basis using a 35 percent tax rate for securities exempt from federal taxes for 1993 and a 34 percent tax rate for 1992 and 1991.
Wachovia's investment securities portfolio is widely diversified as to the issuer of state, county and municipal securities. There were no obligations of any one issuer exceeding 10 percent of consolidated shareholders' equity at December 31, 1993. Additional data relating to the investment securities portfolio is given in Note D of the notes to consolidated financial statements on page 43 of the 1993 Annual Report.
LOAN PORTFOLIO
A breakdown of loans by type for the six years ended December 31, 1993 is shown on page 61 of the 1993 Annual Report. Table 4 on page 14 of the 1993 Annual Report shows the maturities and interest sensitivity of selected loans at December 31, 1993.
Table 8 on page 20 of the 1993 Annual Report shows the loans on which interest was not being accrued; loans on which the rate had been renegotiated downward; and loans which were contractually past due as to interest or principal at the dates indicated. The interest income which would have been recorded pursuant to the original terms of these loans and the amount of interest income recorded in 1993 and 1992 are shown in Note E of the notes to consolidated financial statements on page 44 of the 1993 Annual Report. Wachovia's policy for placing loans on nonaccrual status is discussed in Note A of the notes to consolidated financial statements on page 40 of the 1993 Annual Report.
Item 1. Business (Continued) - -----------------------------
ALLOWANCE FOR LOAN LOSSES AND LOAN LOSS EXPERIENCE
The allowance for loan losses is maintained at a level believed to be adequate by management to absorb potential losses in the loan portfolio. Management's determination of the adequacy of the allowance is based on an evaluation of the portfolio, past loan loss experience, current domestic and international economic conditions, volume, growth and composition of the loan portfolio, and other risks inherent in the portfolio. A provision for loan losses is charged to operations based on management's periodic evaluation of these risks. A reconcilement of the allowance for loan losses and the net loan losses for the six years ended December 31, 1993 is shown in Table 9 on page 22 of the 1993 Annual Report.
The allowance for loan losses is allocated among major loan categories based on management's best estimate of relevant risk factors from time to time.
The allocation of the allowance for loan losses for the six years ended December 31, 1993 is shown on page 61 of the 1993 Annual Report. The allocation of the allowance for loan losses represents only an estimate for each category of loans based upon historical loss experience and management judgment. As of December 31, 1993, approximately 21 percent remains unallocated as a general valuation reserve for the entire portfolio to cover unpredictable variations from historical experience in individual loan categories. The table below shows the percentage of loans in each category to total loans outstanding at December 31 for the last six years.
Percentage of Loans in Each Category to Total Loans
* See discussion of real estate loans on pages 12 and 13 of the 1993 Annual Report.
DEPOSITS
Details on average deposits for the six years ended December 31, 1993 are shown in the daily average statements of condition included in the 1993 Annual Report on pages 54 and 55. A statistical summary of average rates paid on deposits for the six years ended December 31, 1993 is presented in the 1993 Annual Report on page 60.
Remaining maturities of domestic large denomination certificates of deposit in amounts of $100,000 or more at December 31, 1993 are shown in Table 6 on page 18 of the 1993 Annual Report. The majority of the deposits in foreign offices were in denominations of greater than $100,000.
RETURN ON EQUITY AND ASSETS
Rates of return on average assets and average equity, the dividend pay-out ratio and the ratio of shareholders' equity to total assets for the last six years are presented on page 60 of the 1993 Annual Report.
Item 1. Business (Continued) - -----------------------------
SHORT-TERM BORROWED FUNDS
A three-year summary of short-term borrowed funds is shown in Table 7 on page 18 of the 1993 Annual Report.
SUBSIDIARIES OF THE REGISTRANT
The listings below set forth the subsidiaries of Wachovia Corporation on December 31, 1993. The common stock of each of these subsidiaries is 100 percent owned by its parent. The financial statements of all subsidiaries are included in the consolidated statements of Wachovia Corporation and subsidiaries (the Corporation) incorporated herein.
Subsidiaries of Wachovia Corporation
Wachovia Bank of North Carolina, N.A. (a) Wachovia International Banking Corporation (j) Wachovia Leasing Corporation (c) Wachovia Auto Leasing Company of North Carolina (c) Wachovia VideoFinancial Services Corporation (c) Greenville Agricultural Credit Corporation (c) City Loans, Inc. (c) Wachovia Bank of Georgia, N.A. (a) First Bank Building Corp. (b) First Atlanta Services Corporation (d) WWTP, Inc. (b) Wachovia Auto Leasing Company of Georgia (b) South Carolina National Corporation (h) The South Carolina National Bank (a) SCN Investment Services, Inc. (h) First National Properties, Inc. (h) Southern Provident Life Insurance Company (i) Atlantic Savings Bank, FSB (a) Atlantic Mortgage Corporation of South Carolina, Inc. (h) Wachovia Mortgage Company (c) ORE, Inc. (c) Wachovia Securities, Inc. (c) Wachovia Corporate Services, Inc. (c) Wachovia Operational Services Corporation (c) Wachovia Trust Services, Inc. (c) The First National Bank of Atlanta (Delaware) (a) First Atlanta Corporation (b) FA Investment Company (b) Financial Life Insurance Company of Georgia (b) KATWO, Ltd. (b) The Wachovia Insurance Agency of Georgia, Inc. (b) FAIRCO Properties, Inc. (b) First Atlanta Lease Liquidating Corporation (b) Wachovia Corporation of Florida (e) Wachovia Bank Card Services, Inc. (d) Wachovia Corporation of Alabama (f) Wachovia Corporation of Tennessee (g)
Item 1. Business (Continued) - ----------------------------
Notes to the listing of subsidiaries:
(a) Organized under the laws of the United States.
(b) Organized under the laws of the State of Georgia.
(c) Organized under the laws of the State of North Carolina.
(d) Organized under the laws of the State of Delaware.
(e) Organized under the laws of the State of Florida.
(f) Organized under the laws of the State of Alabama (for legal purposes).
(g) Organized under the laws of the State of Tennessee (for legal purposes).
(h) Organized under the laws of the State of South Carolina.
(i) Organized under the laws of the State of Arizona.
(j) Organized under Chapter 25(a) of the Federal Reserve Act of the United States.
On March 31, 1993, Wachovia Corporation of North Carolina and Wachovia Corporation of Georgia were merged into Wachovia Corporation. The subsidiaries of these two second tier holding companies became direct subsidiaries of Wachovia Corporation, the surviving Corporation in the merger.
SUPERVISION AND REGULATION
As a bank holding company, Wachovia is subject to regulation under the Bank Holding Company Act of 1956, as amended (BHC Act), and its examination and reporting requirements. South Carolina National Corporation is likewise subject to the requirements of the BHC Act, which imposes certain limitations and restrictions on the level of interstate banking in which Wachovia may engage, the degree to which Wachovia may conduct non-banking related activities, and the extent to which Wachovia may engage in interstate merger and acquisition activities. In addition to the provisions of the BHC Act, state banking commissions serve in a supervisory and regulatory capacity with respect to bank holding company activities.
Wachovia is a savings and loan holding company within the meaning of the Home Owners' Loan Act of 1933 (HOLA), as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (FIRREA). HOLA places certain restrictions on the conduct of unrelated business activities of the subsidiaries of savings and loan holding companies which are not themselves savings and loans. Wachovia is registered with the Office of Thrift Supervision (OTS) and is subject to the examination, supervision and reporting requirements of this agency.
Various state and federal laws govern the activities of Wachovia's banking affiliates. As federally insured national banks, Wachovia Bank of North Carolina, N.A., Wachovia Bank of Georgia, N.A., The South Carolina National Bank and The First National Bank of Atlanta are subject to the regulation, supervision and reporting requirements of the Office of the Comptroller of the Currency (OCC) and the Federal Deposit Insurance Corporation (FDIC). As a whole, the banking industry is directly affected by the fiscal and monetary policies of government agencies, including the Federal Reserve System.
Item 1. Business (Continued) - -----------------------------
Through its conduct of open market securities transactions and control over the discount rate and reserve requirements, the Federal Reserve Board (FRB) exerts considerable influence on the cost and availability of funds used in lending and investment activities.
Wachovia's non-banking subsidiaries are subject to a variety of state and federal laws. As mentioned previously, the savings and loan subsidiary is subject to the regulation and supervision of the OTS. Wachovia's brokerage subsidiary is regulated by the Securities and Exchange Commission, the National Association of Securities Dealers, and the various exchanges through which it conducts business. Additionally, it is registered in all states and is thus subject to corresponding state securities laws and regulations. Wachovia's insurance subsidiaries are subject to the insurance laws of the states in which they are active. All non-banking subsidiaries are supervised by the Federal Reserve System.
Federal law regulates transactions among Wachovia and its affiliates, including the amount of banking affiliate's loans to, or investments in, nonbank affiliates and the amount of advances to third parties collateralized by securities of an affiliate. In addition, various requirements and restrictions under federal and state laws regulate the operations of Wachovia's banking affiliates, requiring the maintenance of reserves against deposits, limiting the nature of loans and interest that may be charged thereon, restricting investments and other activities, and subjecting the banking affiliates to regulation and examination by the OCC or state banking authorities and the FDIC.
There are various legal and regulatory limits on the extent to which Wachovia's subsidiary banks may pay dividends or otherwise supply funds to Wachovia. In addition, federal and state regulatory agencies also have the authority to prevent a bank or bank holding company from paying a dividend or engaging in any other activity that, in the opinion of the agency, would constitute an unsafe or unsound practice. See Note L of the notes to consolidated financial statements on pages 49 and 50 of the 1993 Annual Report.
Under FRB policy, Wachovia is expected to act as a source of financial strength to, and commit resources to support, each of its subsidiary banks. In addition, FIRREA provides that a depository institution insured by the FDIC can be held liable for any loss incurred by, or reasonably expected to be incurred by, the FDIC in connection with the default of a commonly controlled FDIC insured depository institution. Under the Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) federal banking regulators are required to take prompt corrective action in respect of depository institutions that do not meet minimum capital requirements. FDICIA generally prohibits a depository institution from making any capital distribution or paying management fees to its holding company if the depository institution would thereafter be undercapitalized. In addition, undercapitalized institutions will be subject to restrictions on borrowing from the Federal Reserve System, to growth limitations and to obligations to submit capital restoration plans. In order for a capital restoration to be acceptable, the depository institution's parent holding company must guarantee the institution's compliance with the capital restoration plan up to an amount not exceeding 5% of the depository institution's total assets. Significantly undercapitalized institutions are subject to greater restrictions, and critically undercapitalized institutions are subject to appointment of a receiver. See Shareholder's Equity and Capital Ratios on pages 26 and 27 of the 1993 Annual Report.
FDICIA also substantially revises the bank regulatory insurance coverage and funding provisions of the Federal Deposit Insurance Act and makes revisions to several other federal banking statutes. FDICIA imposes substantial new examination, audit and reporting requirements on insured depository institutions. Under FDICIA, each federal banking agency must prescribe
Item 1. Business (Continued) - -----------------------------
standards for depository institutions and depository institution holding companies relating to internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, a maximum ratio of classified assets to capital, minimum earnings sufficient to absorb losses and other standards as the agency deems appropriate.
The FDIC has adopted or currently proposes to adopt rules pursuant to FDICIA that include: (a) real estate lending standards for banks; (b) revision to the risk-based capital rules; (c) rules requiring depository institutions to develop and implement internal procedures to evaluate and control credit and settlement exposure to their correspondent banks; (d) a rule restricting the ability of depository institutions that are not well capitalized from accepting brokered deposits; (e) rules addressing various "safety and soundness" issues, including operations and managerial standards for asset quality, earnings and stock valuations, and compensation standards for the officers, directors, employees and principal shareholders of the depository institution; and (f) rules mandating enhanced financial reporting and audit requirements.
Due to continued changes in the regulatory environment, additional legislation aimed at banking industry reform is likely to continue. While the potential effects of legislation currently under consideration cannot be measured with any degree of certainty, Wachovia is unaware of any pending legislative reforms or regulatory activities which would materially affect its financial position or operating results in the foreseeable future.
Item 2.
Item 2. Properties - -------------------
Wachovia's principal executive offices are located at 301 North Main Street, Winston-Salem, North Carolina and 191 Peachtree Street, N.E., Atlanta, Georgia in buildings leased by its subsidiaries.
The principal offices of Wachovia and Wachovia Bank of North Carolina, N.A., are located in The Wachovia Building, 301 North Main Street, Winston-Salem, North Carolina, where the company occupies approximately 378,000 square feet of office space under a lease expiring December, 1995. Wachovia Bank of Georgia, N.A., occupies approximately 380,000 square feet of an office tower at 191 Peachtree Street, N.E., Atlanta, Georgia under a lease expiring December, 2008. South Carolina National Corporation and The South Carolina National Bank have their main offices located in the Palmetto Center, 1426 Main Street, Columbia, South Carolina, where they occupy approximately 18,000 square feet of the office building under a lease expiring November, 2003.
At December 31, 1993, the Corporation had 509 banking offices with 223 of these located in North Carolina, 129 in Georgia and 157 in South Carolina. The Corporation's banking subsidiaries own in fee 341 of these offices while the others are leased or are located on leased land. The approximate lease terms range from one to thirty years on these properties. In addition, the Corporation's banking subsidiaries own in fee or lease a number of multi-story office buildings which house supporting services. The other subsidiaries of Wachovia maintain leased office space in cities in which they conduct their respective operations.
Construction began in January 1994 on an office building in Winston-Salem, North Carolina, which will serve as the new North Carolina headquarters for the holding company and principal office of Wachovia Bank of North Carolina, N.A. The building will be a 28 story office tower with 525,000 usable square feet, all or most of which is expected to be occupied by the Corporation. Construction is expected to be completed by late 1995.
Item 2. Properties (Continued) - -------------------------------
For additional disclosure with respect to properties and lease commitments, see Note F of the notes to consolidated financial statements on page 45 of the 1993 Annual Report.
Item 3.
Item 3. Legal Proceedings - --------------------------
Wachovia's subsidiaries are involved in ordinary and routine litigation incidental to their businesses. Management and general counsel believe that the ultimate resolution of these matters will not have a material adverse effect on the consolidated financial position and results of operations.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders - ------------------------------------------------------------
There were no matters submitted during the fourth quarter of 1993 to be brought to a vote of shareholders.
Executive Officers of the Registrant - ------------------------------------
The names, ages and positions of the executive officers of Wachovia as of March 1, 1994 are shown below along with their business experience during the past five years and the year of their employment with Wachovia and subsidiaries. Officers are elected annually by the Board of Directors and hold office for one year or until their successors are chosen and qualified. There are no family relationships between any of them, nor is there any arrangement or understanding between any officer and any other person pursuant to which the officer was selected.
Name, Age Business Experience During Past and Position Five Years and Year Employed - ------------ --------------------------------
L. M. Baker, Jr., 51 Chief Executive Officer of Wachovia President and Chief Corporation since January 1994; President Executive Officer Wachovia of Wachovia Corporation since 1993; Chief Corporation; Chairman of Operating Officer of Wachovia Corporation, the Board Wachovia Bank February - December 1993; Executive Vice of North Carolina, N.A.; President of Wachovia Corporation until Director of Wachovia January 1993; President and Chief Corporation, Wachovia Bank Executive Officer of Wachovia Corporation of Georgia, N.A., South of North Carolina, January 1990 - March Carolina National Corporation 1993; President and Chief Executive and The South Carolina National Officer of Wachovia Bank of North Bank Carolina, N.A., January 1990 - April 1993; Executive Vice President of Wachovia Corporation of North Carolina until December 1989; Executive Vice President of Wachovia Bank of North Carolina, N.A. until December 1989. Employed in 1969.
Jerry D. Craft, 46 Executive Vice President of Wachovia Executive Vice President Corporation since December 1993; Wachovia Corporation; Executive Vice President of Wachovia Executive Vice President Bank of Georgia, N.A.; President Wachovia Bank of Georgia, of The First National Bank of Atlanta; N.A.; President and Director President of Wachovia Bank Card of The First National Services, Inc. since 1991. Employed Bank of Atlanta; President in 1982. Wachovia Bank Card Services, Inc.
Executive Officers of the Registrant (Continued) - ------------------------------------------------
Name, Age Business Experience During Past and Position Five Years and Year Employed - ------------ -------------------------------
Mickey W. Dry, 54 Executive Vice President and Chief Credit Executive Vice President Officer of Wachovia Corporation since and Chief Credit Officer November 1989; Executive Vice President of Wachovia Corporation; Wachovia Bank of North Carolina, N.A. Executive Vice President since October 1989; Senior Vice President/ Wachovia Bank of North Group Executive of Wachovia Bank of North Carolina, N.A. Carolina, N.A. until 1989. Employed in 1961.
Hugh M. Durden, 51 Executive Vice President of Wachovia Executive Vice President Corporation and President of Wachovia Wachovia Corporation, Trust Services, Inc. since 1994; Executive Wachovia Bank of North Vice President of Wachovia Bank of North Carolina, N.A.; President Carolina, N.A.; Western Division Wachovia Trust Services, Inc. Executive, Wachovia Bank of North Carolina, N.A., 1991 - 1994; Regional Vice President, Southern Region, Wachovia Bank of North Carolina, N.A., 1989 - 1991. Employed in 1972.
Anthony L. Furr, 50 Executive Vice President of Wachovia Executive Vice President Corporation since July 1990; Chairman of Wachovia Corporation; the Board of South Carolina National Chairman of the Board, Corporation and The South Carolina National President and Chief Bank since July 1993; Chief Executive Executive Officer South Officer of South Carolina National Carolina National Corporation Corporation and The South Carolina National and The South Carolina Bank since January 1993; President of South National Bank Carolina National Corporation and The South Carolina National Bank since September 1992; Chief Operating Officer of South Carolina National Corporation and The South Carolina National Bank, September 1992 - January 1993; Chief Financial Officer of Wachovia Corporation, July 1990 - August 1992; Regional Vice President and Manager of Triad Region, Wachovia Bank of North Carolina, N.A., April 1988 - June 1990. Employed in 1969.
Walter E. Leonard, Jr. 48 Executive Vice President and Chief Executive Vice President Operations Officer of Wachovia Wachovia Corporation, Corporation since October 1988; Wachovia Bank of Georgia, Executive Vice President of Wachovia N.A.; President Wachovia Bank of Georgia, N.A.; President of Operational Services Wachovia Operational Services Corporation. Corporation Employed in 1965.
Kenneth W. McAllister, 45 Executive Vice President of Wachovia Executive Vice President Corporation since January 1994; General and General Counsel Counsel of Wachovia Corporation; Wachovia Corporation Secretary of Wachovia Corporation until October 1992. Employed in 1988.
Executive Officers of the Registrant (Continued) - ------------------------------------------------
Name, Age Business Experience During Past and Position Five Years and Year Employed - ------------ ----------------------------
Robert S. McCoy, Jr., 55 Executive Vice President of Wachovia Executive Vice President and Corporation since January 1992; Chief Chief Financial Officer Financial Officer of Wachovia Corporation Wachovia Corporation since September 1992; Comptroller of Wachovia Corporation, January 1992 - August 1992; President of South Carolina National Corporation until 1992; Vice Chairman and Chief Financial Officer of The South Carolina National Bank, 1990 - 1992; Executive Vice President and Chief Financial Officer of The South Carolina National Bank until 1990. Employed in 1984.
J. Walter McDowell, 43 Executive Vice President of Wachovia Executive Vice President Corporation since April 1993; President Wachovia Corporation; President and Chief Executive Officer of Wachovia and Chief Executive Officer Bank of North Carolina, N.A. since 1993; Wachovia Bank of North Manager of Retail Support Services Carolina, N.A.; Director for Wachovia Corporation until November of Wachovia Bank of North 1992; Regional Executive for Piedmont Carolina, N.A. Triad Region, Wachovia Bank of North Carolina, N.A., June 1990 - January 1992. Employed in 1973.
G. Joseph Prendergast, 48 Executive Vice President of Wachovia Executive Vice President Corporation since October 1988; President Wachovia Corporation; and Chief Executive Officer of Wachovia President and Chief Executive Bank of Georgia, N.A. since January Officer Wachovia Bank of 1993; President and Chief Executive Officer Georgia, N.A.; President of Wachovia Corporation of Georgia, and Chief Executive January 1993 - March 1993; President and Officer Wachovia Corporate Chief Executive Officer of Wachovia Services, Inc.; Director of Corporate Services, Inc.; Executive Vice Wachovia Bank of Georgia, N.A. President of Wachovia Bank of Georgia, N.A., 1989 - 1993; Executive Vice President of Wachovia Bank of North Carolina, N.A. until 1989. Employed in 1973.
Richard B. Roberts, 50 Executive Vice President and Treasurer Executive Vice President and of Wachovia Corporation since April Treasurer Wachovia 1990; Executive Vice President of Wachovia Corporation; Executive Vice Bank of North Carolina, N.A. President Wachovia Bank of Employed in 1967. North Carolina, N.A.
PART II
Item 5.
Item 5. Market for the Registrant's Common Equity and Related - -------------------------------------------------------------- Stockholder Matters -------------------
Wachovia's common stock is traded on the New York Stock Exchange. Dividends are declared quarterly by the Corporation. Market price and dividend information on pages 62 and 63 of the 1993 Annual Report is incorporated herein by reference.
As of December 31, 1993, the number of common stock shareholders of record was 28,079.
Item 6.
Item 6. Selected Financial Data - --------------------------------
The selected financial information included in the condensed balance sheet on page 61 of the 1993 Annual Report is incorporated herein by reference. Summarized results of operations may be found in the six-year Summary of Operations on pages 56 and 57 of the 1993 Annual Report.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition - -------------------------------------------------------------------- and Results of Operations -------------------------
"Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 8 through 34 of the 1993 Annual Report is incorporated herein by reference.
Item 8.
Item 8. Financial Statements and Supplementary Data - ----------------------------------------------------
The report of independent auditors and consolidated financial statements are included on pages 35 through 53 of the 1993 Annual Report and are incorporated herein by reference.
Quarterly results of operations in Table 16 on page 29 of the 1993 Annual Report are incorporated herein by reference.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting - -------------------------------------------------------------------- and Financial Disclosure ------------------------ None
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant - ------------------------------------------------------------
The information required herein on the directors of Wachovia is included on pages 3 through 7 of the Proxy Statement dated March 18, 1994 and is incorporated herein by reference. Information on Wachovia's executive officers is included in Part I of this report.
During the past five years, there have been no events under any bankruptcy act, no criminal proceedings and no judgments or injunctions material to an evaluation of the ability or integrity of any of Wachovia's executive officers, directors, or any persons nominated to become directors.
Item 11.
Item 11. Executive Compensation - --------------------------------
The information required herein is included under the captions "Board Compensation Committee Report on Executive Compensation", "Five Year Stock Performance Comparison Graph", "Compensation", "Stock Options", "Other Executive Compensation Plans and Arrangements" and "Compensation Committee Interlocks and Insider Participation" on pages 20 through 33 of the Proxy Statement dated March 18, 1994 and is incorporated herein by reference in response to this item.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management - ------------------------------------------------------------------------
The information contained on pages 3, 8 and 9 of the Proxy Statement dated March 18, 1994, with respect to security ownership of certain beneficial owners and management, is incorporated herein by reference in response to this item.
Item 13.
Item 13. Certain Relationships and Related Transactions - --------------------------------------------------------
The information required herein is included under the subcaption "Certain Transactions Involving Members of the Committee" and the caption "Certain Transactions Involving Other Directors and Executive Officers" on pages 32 through 35 of the Proxy Statement dated March 18, 1994 and is incorporated herein by reference in response to this item.
Compliance with Section 16(a) of the Exchange Act - -------------------------------------------------
The information required herein is included under the caption "Compliance with Stock Ownership Reporting Requirements" on page 35 of the Proxy Statement dated March 18, 1994 and is incorporated herein by reference.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on - ---------------------------------------------------------------- Form 8-K --------
(a) 1. Financial Statements
The following report of independent auditors and consolidated financial statements of Wachovia Corporation and subsidiaries, included in the 1993 Annual Report, are incorporated by reference in Item 8.
Report of Independent Auditors Consolidated Statement of Condition Consolidated Statement of Income Consolidated Statement of Shareholders' Equity Consolidated Statement of Cash Flows Notes to Consolidated Financial Statements
2. Financial Statement Schedules
The schedules to the consolidated financial statements of Wachovia Corporation and subsidiaries required by Article 9 of Regulation S-X (Schedules I and II) are not required under the related instructions or are inapplicable and therefore have been omitted.
Item 14. Exhibits, Financial Statement Schedules and Reports on - ---------------------------------------------------------------- Form 8-K (Continued) --------------------
Item 14. Exhibits, Financial Statement Schedules and Reports on - ---------------------------------------------------------------- Form 8-K (Continued) --------------------
Item 14. Exhibits, Financial Statement Schedules and Reports on - ---------------------------------------------------------------- Form 8-K (Continued) --------------------
Item 14. Exhibits, Financial Statement Schedules and Reports on - ---------------------------------------------------------------- Form 8-K (Continued) --------------------
* Incorporated by reference.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the three months ended December 31, 1993.
SIGNATURES
Pursuant to the requirements to Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WACHOVIA CORPORATION
March 28, 1994 By ROBERT S. McCOY, JR. --------------------------- Robert S. McCoy, Jr. Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 28, 1994.
Signature Title - --------- ------ Principal Executive Officer and Director:
L. M. BAKER, JR. - ------------------------------ President and L. M. Baker, Jr. Chief Executive Officer
Principal Financial Officer:
ROBERT S. McCOY, JR. - ----------------------------- Executive Vice President Robert S. McCoy, Jr. and Chief Financial Officer
Principal Accounting Officer:
JOHN C. McLEAN, JR. - ----------------------------- John C. McLean, Jr. Comptroller
SIGNATURES (Continued)
A Majority of the Board of Directors:
JOHN G. MEDLIN, JR.* Director RUFUS C. BARKLEY, JR.* Director CRANDALL C. BOWLES* Director JOHN L. CLENDENIN* Director LAWRENCE M. GRESSETTE, JR.* Director THOMAS K. HEARN, JR.* Director W. HAYNE HIPP* Director ROBERT M. HOLDER, JR.* Director DONALD R. HUGHES* Director F. KENNETH IVERSON* Director JAMES W. JOHNSTON* Director W. DUKE KIMBRELL* Director JAMES G. LINDLEY* Director JAMES H. MILLIS* Director J. MACK ROBINSON* Director HERMAN J. RUSSELL* Director SHERWOOD H. SMITH, JR.* Director CHARLES McKENZIE TAYLOR* Director
*By KENNETH W. McALLISTER --------------------------------------- KENNETH W. McALLISTER, Attorney-in-Fact