UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 26, 1999
Delaware 1-8952 56-1470946
(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification Number)
Interstate/Johnson Lane, Inc.
(Exact name of registrant as specified in its charter)
201 North Tryon Street
Charlotte, North Carolina 28202
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (704) 379-9000
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
<PAGE>
ITEM 4. Other Events
On January 26, 1999, Interstate/Johnson Lane, Inc. ("IJL") reported net
income of $3.5 million for the quarter ended December 31, 1998, an increase of
20.1% over net income of $2.9 million for the same quarter a year ago. Revenues
were $70.7 million, up eight percent from revenues of $65.4 million for the same
quarter in the prior year. Diluted earnings per common share increased nine
percent to 49 cents per share from 45 cents in the same quarter last year. The
Board of Directors declared a regular quarterly cash dividend of 6 cents per
share for IJL common stock, payable on March 1, 1999, to shareholders of record
as of February 12, 1999.
On October 27, 1998, Wachovia Corporation ("Wachovia") and IJL
announced that they had entered into a agreement providing for the merger of IJL
with Wachovia and a tax-free exchange of Wachovia common shares for all
outstanding shares of IJL common stock. The per share exchange ratio will be
determined at the time of closing and will be based on the ratio of $32 per
share IJL common stock to the average closing price per share of Wachovia common
stock over the five trading days prior to closing. The merger agreement was
approved by the holders of a majority of outstanding shares of IJL common stock
at a special meeting on January 26, 1999. The merger requires approval by the
Federal Reserve Board and other regulatory authorities. IJL and Wachovia are in
the process of obtaining these approvals and expect to close the transaction
during the second quarter of 1999.
ITEM 7. Financial Statements and Exhibits
The following exhibits are being furnished with this report.
Exhibit
Number Description
------ -----------
99.1 January 26, 1999 News Release -- Operating Results
for Quarter Ended December 31, 1998
99.2 January 26, 1999 News Release -- Wachovia Merger
Approval
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.
INTERSTATE/JOHNSON LANE, INC.
January 29, 1999 By: /s/ Lewis F. Semones, Jr.
---------------------------
Name: Lewis F. Semones, Jr.
Title: Chief Financial Officer
2
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
99.1 January 26, 1999 News Release -- Operating Results
for Quarter Ended December 31, 1998
99.2 January 26, 1999 News Release -- Wachovia Merger
Approval
Exhibit 99.1
FOR IMMEDIATE RELEASE Contact: Jane P. Shoemaker
Director of Corporate Communications
Interstate/Johnson Lane
(704) 379-9015
INTERSTATE/JOHNSON LANE REPORTS FIRST QUARTER EARNINGS
CHARLOTTE, N.C. (January 26, 1999) -- Interstate/Johnson Lane, Inc.
(NYSE:IJL) today reported net income of $3.5 million in the quarter ended
December 31, 1998, an increase of 20.1 percent over net income of $2.9 million
in the same quarter a year ago. Revenues were $70.7 million, up 8 percent from
revenues of $65.4 million in the prior year.
Diluted earnings per common share increased 9 percent to 49 cents per
share from 45 cents in the same quarter last year.
James H. Morgan, chief executive officer, attributed the increase in
revenues and profits to "solid financial performances a cross the firm." He
noted that the Private Client Group, the Fixed-Income Capital Markets Group and
the Interstate Group had particularly strong quarters.
"We are pleased that revenues held up despite a challenging external
climate," Morgan said.
IJL and Wachovia Corporation, the nation's 17th largest bank holding
company, announced in October they had entered into an agreement to merge. IJL
shareholders will vote on the merger plan today, and the process of securing
regulatory approval is proceeding, Morgan said. The merger is expected to close
in the April-June quarter.
"The closer we move toward the merger, the more excited we are about
the opportunities for our clients, our employees and our shareholders," Morgan
said. There is no doubt in our minds that Wachovia is the ideal partner for IJL
as we move into the new century."
At its meeting in Charlotte today, the Board of Directors declared a
regular quarterly cash dividend of 6 cents per share for its common stock,
payable on March 1, 1999, to shareholders of record as of February 12, 1999.
Interstate/Johnson Lane, Inc. is a Charlotte-based independent
financial services firm whose subsidiaries provide securities brokerage,
investment banking and underwriting, and investment consulting services to
individuals, institutions and corporation. Its principal operating unit,
Interstate/Johnson Lane Corporation, is one of the largest full-service
broker-dealers headquartered in the Southeast, with 63 offices located primarily
in the Carolinas, Georgia and Virginia. CapTrust Financial Advisors, LLC, offers
investment consulting and brokerage services at eight additional locations
throughout the nation. The company's common stock is traded on The New York
Stock Exchange under the symbol IJL.
<PAGE>
<TABLE>
<CAPTION>
Financial Highlights
For the three months ended
12/31/98 12/31/97
- --------------------------------------------------------------------------------
<S> <C> <C>
Total Revenues $70,663,482 $65,382,656
Net Income $ 3,539,726 $ 2,947,492
Earnings Per Share:
Basic $ 0.55 $ 0.50
Diluted $ 0.49 $ 0.45
Weighted Average shares:
Basic 6,378,710 5,939,523
Diluted 7,266,908 6,565,615
</TABLE>
***********
Exhibit 99.2
FOR IMMEDIATE RELEASE Contact: Jane P. Shoemaker
Director of Corporate Communications
Interstate/Johnson Lane
(704) 379-9015
INTERSTATE/JOHNSON LANE SHAREHOLDERS APPROVE
MERGER WITH WACHOVIA
CHARLOTTE, N.C. (January 26, 1999) -- Shareholders of
Interstate/Johnson Lane, Inc. (NYSE:IJL) today approved the proposed merger of
IJL and Wachovia Corporation (NYSE:WB).
On October 27, 1998, Wachovia and IJL announced they had entered into a
merger agreement providing for a tax-free exchange of Wachovia common shares for
all shares of IJL common stock. The per share exchange ratio will be determined
at the time of closing and will be based on the ratio of $32 per IJL share to
the average closing price per share of Wachovia common stock over the five
trading days prior to closing.
The merger proposal required and received the affirmative vote of the
holders of the majority of outstanding shares of Interstate/Johnson Lane, Inc.'s
common stock. It also requires approval by the Federal Reserve Board and other
regulatory authorities. The companies are in the process of obtaining these
approvals and expect to close the transaction during the April-June quarter.
Interstate/Johnson Lane, Inc. and Wachovia Corporation will continue to
operate as separate companies until the merger is completed. At that time,
Interstate/Johnson Lane Corporation, the principal operating subsidiary of
Interstate/Johnson Lane, and Wachovia Capital Markets, Inc, will merge to form
Wachovia Securities, Inc.
Wachovia Securities, Inc, will have two primary divisions -- IJL
Wachovia, which will provide full-service brokerage and investment services for
individual clients, and Wachovia Capital Markets, which will serve the
institutional market with investment banking and capital markets services.
Interstate/Johnson Lane, Inc. is a Charlotte-based independent
financial services firm whose subsidiaries provide securities brokerage,
investment banking and underwriting, and investment consulting services to
individuals, institutions and corporations. Interstate/Johnson Lane Corporation,
is one of the largest full-service broker-dealers headquartered in the
Southeast, with 63 offices located primarily in the Carolinas, Georgia and
Virginia. A second broker-dealer, CapTrust Financial Advisors, LLC, offers
investment consulting and brokerage services at eight additional locations
throughout the nation.
Wachovia Corporation is an interstate bank holding company with dual
headquarters in Atlanta and Winston-Salem, N.C. As of December 31, 1998,
Wachovia Corporation had assets
<PAGE>
of $64.1 billion. Wachovia Bank, N.A. provides consumer banking services through
more than 750 offices and 1,300 ATMs in Florida, Georgia, North Carolina, South
Carolina and Virginia. Wachovia offers a broad range of credit, specialized
finance, capital markets, investment and processing services tailored to meet
the needs of companies of all sizes.
****
