CENTRAL FIDELITY BANKS INC
15-12G, 1997-12-16
NATIONAL COMMERCIAL BANKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                     FORM 15

     CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
     12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO
     FILE REPORTS UNDER SECTION 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934.

                                               Commission File Number: 0-8829


                        CENTRAL FIDELITY BANKS, INC.
                  (by its successor, Wachovia Corporation)
           (Exact name of registrant as specified in its charter)

           1021 East Cary Street, Richmond, VA 23261-7602 804-782-4000
 (Address, including zip code, and telephone number, including area code, of
                 registrant's principal executive offices)

                  Common Stock, par value $5.00 per share
          (Title of each class of securities covered by this Form)

                                    None
    (Titles of all other classes of securities for which a duty to file
               reports under section 13(a) or 15(d) remains)

      Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)      |X|                 Rule 12h-3(b)(1)(i)      |_|
Rule 12g-4(a)(1)(ii)     |_|                 Rule 12h-3(b)(1)(ii)     |_|
Rule 12g-4(a)(2)(i)      |_|                 Rule 12h-3(b)(2)(i)      |_|
Rule 12g-4(a)(2)(ii)     |_|                 Rule 12h-3(b)(2)(ii)     |_|
                                             Rule 15d-6               |_|

      Approximate number of holders of record as of the certification or notice
date:     0
     --------

      Pursuant to the requirements of the Securities Exchange Act of 1934
Wachovia Corporation has caused this certification/notice to be signed on its
behalf by the undersigned duly authorized person.

Date: December 16, 1997                  By: /s/ Alice w. Grogan
                                         Name: Alice W. Grogan
                                         Title:   Secretary

Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.

SEC 2069 (8-96)



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