FORM 3
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number 3235-0104
Expires: April 30, 1997
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hours per response ......0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person
Wachovia Corporation
(Last) (First) (Middle)
100 North Main Street
(Street)
Winston-Salem NC 27101
(City) (State) (Zip)
2. Date of Event Requiring Statement
(Month/Day/Year)
6/10/97
3. IRS or Social Security Number of Reporting Person (Voluntary)
56-1473727
4. Issuer Name and Ticker or Trading Symbol
Jefferson Bankshares, Inc. (JBNK)
5. Relationship of Reporting Person to Issuer
(Check all applicable)
____ Director /X/ 10% Owner
____ Officer (give title below) ____ Other (specify below)
____________________________________________________________
6. If Amendment, Date of Original (Month/Day/Year) N/A
TABLE I -- Non-Derivative Securities Beneficially owned
<TABLE>
<CAPTION>
1. Title of Security 2. Amount of Securities 3. Ownership Form: 4. Nature of Indirect
(Instr. 4) Beneficially Owned Direct (D) or Beneficial Ownership
(Instr. 4) Indirect (I) (Instr. 5)
(Instr. 5)
<S> <C> <C> <C>
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
(Print or Type Responses) (Over)
SEC 1473 (3/91)
<PAGE>
FORM 3 (continued)
TABLE II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<TABLE>
<CAPTION>
1. Title of 2. Date Exercisable 3. Title and Amount 4. Conversion or 5. Ownership 6. Nature of
Derivative and Expiration of Securities Exercise Price Form of Indirect
Security Date (Month/Day/ Underlying of Derivative Derivative Beneficial
(Instr. 4) Year) Derivative Security Security: Ownership
Security Direct (D) or (Instr. 5)
(Instr. 4) Indirect (I)
(Instr. 5)
Date Expira- Amount or
Exer- tion Title Number of
cisable Date Shares
<S> <C> <C> <C> <C> <C> <C> <C>
Option to purchase + + Jefferson
Jefferson Bankshares, Bankshares, Inc. 2,770,000 ++ D
Inc. Common Stock+ Common Stock
</TABLE>
Explanation of Reponses:
+ Beneficial ownership of 2,770,000 shares reported hereunder is being
reported solely as a result of the Stock Option Agreement, dated as of June
10, 1997 (the "Stock Option Agreement"), by and between Wachovia
Corporation and Jefferson Bankshares, Inc. The option may be exercised, in
whole or in part, only upon certain events (none of which, as of the date
hereof, has occurred), as set forth in the Stock Option Agreement. The
option expires upon certain events, as set forth in the Stock Option
Agreement. The option granted pursuant to the Stock Option Agreement has
not yet become exercisable. Wachovia expressly disclaims ownership of such
shares.
++ A price per share equal to the average of last reported sale prices per
share of Common Stock as reported on the NASDAQ National Market System on
June 6 and 9, 1997; provided, however, that in the event Jefferson
Bankshares, Inc. issues or agrees to issue any shares of Common Stock at a
price less than such average price per share (subject to certain
exceptions), such price shall be equal to such lesser price.
**Intentional misstatements or omissions of facts constitute Federal
Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
/s/ Kenneth W. McAllister June 19, 1997
** Signature of Reporting Person Date
Note: File three copies of this Form, one of which must be manually signed. If
space provided is insufficient, See Instruction 6 for procedure.
Page 2
SEC 1473 (3/91)
