SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): June 23, 1997
CENTRAL FIDELITY BANKS, INC.
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(Exact name of registrant as specified in its charter)
Virginia 0-8829 54-1091649
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
1021 East Cary Street, Richmond, Virginia 23219
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(Address of principal executive offices)
(804) 782-4000
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(Registrant's telephone number, including area code)
This document contains 5 pages.<PAGE>
ITEM 5. OTHER EVENTS
On June 24, 1997 the Registrant issued a press release
announcing the signing of a definitive agreement providing for
the merger of the Registrant with and into Wachovia
Corporation. A copy of the press release is attached as
Exhibit 99.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly autho-
rized.
CENTRAL FIDELITY BANKS, INC.
(Registrant)
Date: June 25, 1997 By: /s/ James F. Campbell
Name: James F. Campbell
Title: Senior Vice President
& Controller<PAGE>
EXHIBIT INDEX
Exhibit 99. Press Release dated June 24, 1997 announcing the
signing of a definitive merger agreement with Wachovia
Corporation.
For Additional Information:
Susan Mistr, Central Fidelity, 804-697-7261
Paul E. Mason, Wachovia, 910-732-6387
June 24, 1997
FOR RELEASE: Immediately
WACHOVIA, CENTRAL FIDELITY BANKS, INC. ANNOUNCE MERGER
Central Fidelity Banks Inc., the parent of Central
Fidelity National Bank in Richmond, Va., and Wachovia
Corporation announced the signing of a definitive agreement for
a merger between the two companies. The agreement has been
approved by the boards of directors of both companies and is
subject to the approval of shareholders and appropriate regula-
tory agencies. The merger is expected to close in the fourth
quarter.
The merger with Central Fidelity, combined with Wachovia's
recently announced acquisition of Jefferson Bankshares Inc. of
Charlottesville, Va., will position Wachovia as the leading
bank in Virginia with 335 branch offices and deposits totaling
$9.9 billion. Upon completion of both mergers, Wachovia will
have assets totaling approximately $60.2 billion, making it the
17th largest bank in the country, and a retail banking network
totaling 817 banking offices and 1,134 ATMs throughout Vir-
ginia, the Carolinas and Georgia.
The agreement with Central Fidelity is expected to be ac-
counted for as a pooling of interests and provides for a tax-
free exchange of .63 shares of Wachovia Corporation common
stock for each common share of Central Fidelity. Based on
Wachovia Corporation's June 23 closing stock price and Central
Fidelity's 58.8 million fully diluted shares, the transaction
would have a value of approximately $39.45 per share, or a pur-
chase price of $2.3 billion. The merger is expected to have a
positive impact on Wachovia's earnings in 1999.
-more-
<PAGE>
Merger Agreement - Page 2
Wachovia Chief Executive L. M. Baker, Jr. said, "Central
Fidelity has an impressive franchise throughout Virginia. The
company's culture is quite similar to Wachovia's, with a focus
on meeting customer needs and a relationship-management ap-
proach to the market. I am very excited about the opportunity
to merge our companies and look forward to introducing
Wachovia's services to individuals and businesses across this
great commonwealth."
"In looking at our industry recently, and after careful
consideration of the challenges we face, we determined that the
best way to serve our customers and build value for share-
holders was to form an alliance with another bank, one that
shares our philosophy for doing business," said Lewis N.
Miller, Jr., Chairman and Chief Executive Officer of Central
Fidelity Banks, Inc. "In seeking a partner, there was one ob-
vious choice - Wachovia. It is only natural that the best bank
in Virginia would choose as its partner the best bank in the
nation."
Central Fidelity, headquartered in Richmond, Va., had
assets of $10.6 billion as of March 31, 1997, and is the third
largest Virginia-based banking company with 244 offices and 221
ATMs throughout the commonwealth. Central Fidelity is among
the top three banks in market share in five of the six largest
markets in Virginia.
Central Fidelity has granted Wachovia a stock option rep-
resenting approximately 19.9% of Central Fidelity's outstanding
shares. Wachovia also announced that it and Central Fidelity
each have terminated their stock repurchase programs.
On June 10, Wachovia announced that it has reached a de-
finitive agreement to merge with Jefferson Bankshares. As of
March 31, Jefferson Bankshares had assets of $2.1 billion.
Jefferson National Bank has 96 offices and 60 ATMs. Jefferson
National has the No. 1 deposit share in Charlottesville with
additional branch presence in the Tidewater, Richmond,
Fredericksburg and Shenandoah Valley areas of Virginia.
Wachovia Corporation, which has dual headquarters in
Winston-Salem, N.C., and Atlanta, is the 20th largest U.S.
banking company with assets of $47.5 billion. Wachovia has 473
banking offices and 830 ATMs, predominately in North Carolina,
South Carolina and Georgia. U.S. Banker magazine recently
rated Wachovia the No. 1 bank in the country for 1996 among
banks with assets of more than $25 billion.
-more-
<PAGE>
Merger Agreement - Page 3
This announcement also is available on PR Newswire. Addi-
tional information at Wachovia Corporation and its subsidiaries
is available on the Internet at http://www.wachovia.com.
EDITOR/REPORTER ADVISORY: Central Fidelity and Wachovia invite
you to participate in a 12 p.m. telephone news conference
today. Executives from Central Fidelity, Wachovia and
Jefferson Bankshares will be available to discuss the merger.
To participate in the call, dial 1-800-611-1147 and ask to par-
ticipate in the "Central Fidelity News Conference." Please
call in between 11:45 a.m. and 12 p.m. No calls will be ad-
mitted to the news conference after 12 p.m. A recording of the
news conference will be available from 3 p.m. Tuesday to 3 p.m.
Wednesday at 1-800-475-6701, Access Code #346881.
