<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A No. 2
(to file Exhibit 10.39)
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1993 Commission File Number 1-9021
WACHOVIA CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
North Carolina 56-1473727
- - ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
301 North Main Street, Winston-Salem, North Carolina 27150
191 Peachtree Street, N.E., Atlanta, Georgia 30303
- - ---------------------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 910/770-5000, 404/332-5000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
- - --------------------------------------- ---------------------
Common Stock, $5.00 par value per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes x No
----- -----
The aggregate market value as of March 7, 1994 of the voting stock held by non-
affiliates of the registrant was:
Common Stock, $5.00 par value, 164,858,769 shares $5,110,621,839
As of March 7, 1994, Wachovia Corporation had 171,582,507 shares of Common
Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the annual report to shareholders for the year ended December 31,
1993 are incorporated by reference into Parts I and II.
Portions of the proxy statement dated March 18, 1994 are incorporated by
reference into Part III.
<PAGE> 2
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
WACHOVIA CORPORATION
----------------------------
(Registrant)
By: /s/ Robert S. McCoy, Jr.
--------------------------
Robert S. McCoy, Jr.
Executive Vice President
and Chief Financial Officer
June 27, 1994
<PAGE> 1
EXHIBIT 10.39
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______________________ to ____________________
Commission file number 1-9021
WACHOVIA CORPORATION RETIREMENT SAVINGS
AND PROFIT-SHARING PLAN
301 North Main Street
Winston-Salem, North Carolina 27150
____________________________________
WACHOVIA CORPORATION
301 North Main Street, Winston-Salem, North Carolina 27150
191 Peachtree Street, N.E., Atlanta, Georgia 30303
<PAGE> 2
FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Filed as a part of this report on Form 11-K are the audited financial
statements of the plan which include the Statement of Net Assets Available for
Plan Benefits as of December 31, 1993 and 1992, and Statement of Changes in Net
Assets Available for Plan Benefits for the years ended December 31, 1993 and
1992.
(b) Exhibit
(1) Consent of Independent Auditors
<PAGE> 3
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
WACHOVIA CORPORATION
RETIREMENT SAVINGS AND PROFIT-
SHARING PLAN
-----------------------------
(Name of Plan)
By: /s/ Robert S. McCoy, Jr.
-------------------------
Robert S. McCoy, Jr.
Its: Plan Administrator
Dated: June 27, 1994
<PAGE> 4
Financial Statements
and Supplemental Schedule
RETIREMENT SAVINGS AND
PROFIT-SHARING PLAN OF
WACHOVIA CORPORATION
Years ended December 31, 1993 and 1992
with Report of Independent Auditors
<PAGE> 5
Retirement Savings and Profit-Sharing Plan of Wachovia Corporation
Financial Statements
and Supplemental Schedules
Years ended December 31, 1993 and 1992
CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Audited Financial Statements
Statements of Net Assets Available for Plan Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Statements of Changes in Net Assets Available for Plan Benefits . . . . . . . . . . . . . . . . . . . . . 5
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Supplemental Schedule
Transactions or Series of Transactions in Excess of
5% of the Current Value of Plan Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
</TABLE>
<PAGE> 6
Report of Independent Auditors
Board of Directors
Wachovia Corporation
We have audited the accompanying statements of net assets available for plan
benefits of the Retirement Savings and Profit-Sharing Plan of Wachovia
Corporation (the Plan) as of December 31, 1993 and 1992, and the related
statements of changes in net assets available for plan benefits for the years
then ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly in
all material respects, the net assets available for plan benefits of the Plan at
December 31, 1993 and 1992, and the changes in its net assets available for plan
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment at December 31, 1993 and transactions or series of
transactions in excess of 5% of the current value of plan assets for the
year then ended, are presented for purposes of complying with the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974, and are not a required part of
the financial statements. The supplemental schedules have been subjected to
the auditing procedures applied in our audit of the 1993 financial statements
and, in our opinion, are fairly stated in all material respects in relation to
the 1993 financial statements taken as a whole.
/s/ Ernst & Young
Winston-Salem, North Carolina
June 3, 1994
1
<PAGE> 7
Retirement Savings and Profit-Sharing Plan of Wachovia Corporation
Statement of Net Assets Available for Plan Benefits
December 31, 1993
<TABLE>
<CAPTION>
SHORT-TERM LONG-TERM STOCK BALANCED
FUND FUND FUND FUND
----------- ----------- ------------ -------------
ASSETS
<S> <C> <C> <C> <C>
Investments at fair value:
Wachovia Corporation common stock
(3,922,736 shares; cost - $67,647,486) $131,411,656
Authorized demand notes $ 310,920
Wachovia Short-Term Investment Fund
(4,052,166 units; cost - $4,052,166) $ 712,967 2,589,970 $ 407,297
Biltmore Funds:
Biltmore Short-Term Fixed Income Fund
(7,927,780 units; cost - $79,258,240) 78,485,219
Biltmore Fixed Income Fund
(3,969,741 units; cost - $39,700,509) 39,379,827
Biltmore Balanced Fund
(2,841,821 units; cost - $28,484,491) 29,356,009
Biltmore Equity Index Fund
(2,417,487 units; cost - $24,235,811)
----------- ----------- ------------ ------------
79,198,186 39,690,747 134,001,626 29,763,306
Participant loans
Contributions receivable 1,956,995 1,015,069 9,662,367 1,085,937
Accrued income 1,394 709 11,204 617
----------- ----------- ------------ ------------
Total assets 81,156,575 40,706,525 143,675,197 30,849,860
LIABILITIES
Employee withdrawals (1,534,883) (46,997) (3,258,104) (41,538)
Forfeiture accrual (76,644) (36,138) (111,559) (35,013)
Interfund transfers (37,623) (107,804) (43,916) 257,747
----------- ----------- ------------ ------------
Total liabilities (1,649,150) (190,939) (3,413,579) 181,196
----------- ----------- ------------ ------------
Net assets available for plan benefits $79,507,425 $40,515,586 $140,261,618 $ 31,031,056
=========== =========== ============ ============
</TABLE>
2
<PAGE> 8
<TABLE>
<CAPTION>
STOCK INDEX LOAN
FUND FUND TOTAL
----------- ----------- ------------
ASSETS
<S> <C> <C> <C>
Investments at fair value:
Wachovia Corporation common stock
(3,922,736 shares; cost - $67,647,486) $131,411,656
Authorized demand notes 310,920
Wachovia Short-Term Investment Fund
(4,052,166 units; cost - $4,052,166) $ 341,932 4,052,166
Biltmore Funds:
Biltmore Short-Term Fixed Income Fund
(7,927,780 units; cost - $79,258,240) 78,485,219
Biltmore Fixed Income Fund
(3,969,741 units; cost - $39,700,509) 39,379,827
Biltmore Balanced Fund
(2,841,821 units; cost - $28,484,491) 29,356,009
Biltmore Equity Index Fund
(2,417,487 units; cost - $24,235,811) 25,407,793 25,407,793
----------- ----------- ------------
25,749,725 308,403,590
Participant loans $10,130,807 10,130,807
Contributions receivable 942,153 14,662,521
Accrued income 412 14,336
----------- ----------- ------------
Total assets 26,692,290 10,130,807 333,211,254
LIABILITIES
Employee withdrawals (137,825) (5,019,347)
Forfeiture accrual (30,324) (289,678)
Interfund transfers (68,404)
----------- ----------- ------------
Total liabilities (236,553) (5,309,025)
----------- ----------- ------------
Net assets available for plan benefits $26,455,737 $10,130,807 $327,902,229
=========== =========== ============
See accompanying notes to financial statements.
</TABLE>
3
<PAGE> 9
Retirement Savings and Profit-Sharing Plan of Wachovia Corporation
Statement of Net Assets Available for Plan Benefits
December 31, 1992
<TABLE>
<CAPTION>
SHORT-TERM LONG-TERM STOCK LOAN
FUND FUND FUND FUND TOTAL
------------ ------------ ----------- ---------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments at fair value:
Wachovia Corporation
common stock (1,060,347
shares; cost - $28,493,159) $ 71,686,183 $ 71,686,183
Authorized demand notes $ 197,750 197,750
Common Trust Funds:
Wachovia Short-Term
Bond Fund (606,057
units; cost - $97,353,966) 97,535,177 97,535,177
Wachovia Short-Term
Investment Fund (5,537,795
units; cost - $5,537,795) 4,644,041 $ 652,232 241,522 5,537,795
Wachovia Fixed Income Fund
(117,238 units; cost - $40,237,506) 44,082,191 44,082,191
------------ ----------- ------------ ---------- ------------
102,376,968 44,734,423 71,927,705 219,039,096
Cash and cash equivalents 19 19
Participant loans $3,853,641 3,853,641
Contributions receivable 2,732,669 1,093,230 2,066,424 5,892,323
Accrued income 1,613,242 2,004 1,242 1,616,488
------------ ----------- ------------ ---------- ------------
Total assets 106,722,898 45,829,657 73,995,371 3,853,641 230,401,567
LIABILITIES
Employee withdrawals (1,665,170) (616,064) (1,917,009) (4,198,243)
Forfeiture accrual (83,575) (44,553) (105,553) (233,681)
Refund to participants payable (170,968) (94,437) (97,390) (362,795)
Interfund transfers 126,103 (69,546) (56,557) -
------------ ----------- ------------ ---------- ------------
Total liabilities (1,793,610) (824,600) (2,176,509) - (4,794,719)
------------ ----------- ------------ ---------- ------------
Net assets available
for plan benefits $104,929,288 $45,005,057 $ 71,818,862 $3,853,641 $225,606,848
============ =========== ============ ========== ============
See accompanying notes to financial statements.
</TABLE>
4
<PAGE> 10
Retirement Savings and Profit-Sharing Plan of Wachovia Corporation
Statement of Changes in Net Assets Available for Plan Benefits
Year Ended December 31, 1993
<TABLE>
<CAPTION>
SHORT-TERM LONG-TERM STOCK BALANCED
FUND FUND FUND FUND
----------- ----------- ----------- -----------
ADDITIONS
Contributions:
<S> <C> <C> <C> <C>
Employee $ 5,165,135 $ 2,725,497 $ 6,720,995 $ 2,825,119
Employer 5,145,321 2,070,813 12,305,677 2,164,942
Interest and dividend income 4,133,839 2,649,553 4,417,876 1,076,073
Net realized and unrealized appreciation
(depreciation) in fair value of investments (263,081) 961,083 (1,752,974) 1,514,698
Loan repayments
Interplan transfers 8,417,112 1,878,007 52,549,943 4,791,871
----------- ----------- ------------ -----------
22,598,326 10,284,953 74,241,517 12,372,703
DEDUCTIONS
Withdrawals (11,696,401) (4,433,835) (17,592,016) (2,109,131)
Fees and commissions (601,459)
Interfund transfers (35,722,329) (10,340,589) 11,793,255 20,767,484
----------- ----------- ------------ -----------
(48,020,189) (14,774,424) (5,798,761) 18,658,353
Net additions (deductions) (25,421,863) (4,489,471) 68,442,756 31,031,056
Net assets available for plan benefits
at beginning of period 104,929,288 45,005,057 71,818,862 -
----------- ----------- ------------ -----------
Net assets available for plan benefits
at end of period $79,507,425 $40,515,586 $140,261,618 $31,031,056
=========== =========== ============ ===========
</TABLE>
5
<PAGE> 11
<TABLE>
<CAPTION>
STOCK INDEX LOAN
FUND FUND TOTAL
------------ ----------- -----------
<S> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ 2,412,680 $ 19,849,426
Employer 1,879,342 23,566,095
Interest and dividend income 652,781 $ 221,112 13,151,234
Net realized and unrealized appreciation
(depreciation) in fair value of investments 1,502,299 5,910 1,967,935
Loan repayments 147,786 147,786
Interplan transfers 14,128,993 81,765,926
----------- ----------- ------------
20,576,095 374,808 140,448,402
DEDUCTIONS
Withdrawals (1,714,269) (5,910) (37,551,562)
Fees and commissions (601,459)
Interfund transfers 7,593,911 5,908,268 -
----------- ----------- ------------
5,879,642 5,902,358 (38,153,021)
Net additions (deductions) 26,455,737 6,277,166 102,295,381
Net assets available for plan benefits
at beginning of period - 3,853,641 225,606,848
----------- ----------- ------------
Net assets available for plan benefits $26,455,737 $10,130,807 $327,902,229
at end of period =========== =========== ============
See accompanying notes to financial statements.
</TABLE>
6
<PAGE> 12
Retirement Savings and Profit-Sharing Plan of Wachovia Corporation
Statement of Changes in Net Assets Available for Plan Benefits
Year Ended December 31, 1992
<TABLE>
<CAPTION>
SHORT-TERM LONG-TERM STOCK LOAN
FUND FUND FUND FUND TOTAL
------------ ------------ ------------ ----------- ------------
ADDITIONS
Contributions:
<S> <C> <C> <C> <C> <C>
Employee $ 8,937,623 $ 5,084,923 $ 14,022,546
Employer 5,519,047 2,097,924 $ 4,388,680 12,005,651
Interest and dividend income 6,909,968 2,998,613 2,111,156 252,833 12,272,570
Net realized and unrealized
appreciation (depreciation)
in fair value of investments (973,467) 13,850 10,576,531 9,616,914
Loan repayments 23,564 23,564
------------ ------------ ------------ ----------- ------------
20,393,171 10,195,310 17,076,367 276,397 47,941,245
DEDUCTIONS
Withdrawals (10,477,349) (4,279,458) (8,122,431) (123,341) (23,002,579)
Fees and commissions (614,748) (614,748)
Interfund transfers (2,351,730) 328,142 927,200 1,096,388 -
------------ ------------ ------------ ----------- ------------
(13,443,827) (3,951,316) (7,195,231) 973,047 (23,617,327)
Net additions (deductions) 6,949,344 6,243,994 9,881,136 1,249,444 24,323,918
Net assets available for
plan benefits at beginning
of period 97,979,944 38,761,063 61,937,726 2,604,197 201,282,930
------------ ------------ ------------ ----------- ------------
Net assets available for
plan benefits at end
of period $104,929,288 $ 45,005,057 $ 71,818,862 $ 3,853,641 $225,606,848
============ ============ ============ =========== ============
See accompanying notes to financial statements.
</TABLE>
7
<PAGE> 13
Retirement Savings And Profit-Sharing Plan Of Wachovia Corporation
Notes To Financial Statements
December 31, 1993
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
VALUATION OF INVESTMENTS: Marketable securities are stated at fair value.
Securities traded on a national securities exchange are valued at the last
reported sales price on the last business day of the Plan year; investments
traded in the over-the-counter market and listed securities for which no sale
was reported on that date are valued at the last reported bid price.
Investments in common trust funds and mutual funds are valued at market value
as determined by the funds' sponsors.
RECLASSIFICATIONS: The 1992 financial statement format has been changed to
conform to the 1993 presentation.
NOTE 2. DESCRIPTION OF THE PLAN
The Retirement Savings and Profit-Sharing Plan of Wachovia Corporation (the
Plan) is a defined contribution plan which provides for pension and disability
benefits. Participation in the Plan, which is voluntary, is limited to those
employees who qualify as to age and length of service.
Contributions by active participants are limited to an amount equal to not less
than one percent nor more than ten percent of their base compensation. The
Corporation voluntarily contributes amounts equal to fifty percent of
participants' contributions up to six percent of the participants' base
compensation. In addition to the regular fifty percent matching contributions,
the Plan provides for additional matching and special discretionary employer
contributions. Additional matching employer contributions are made in
accordance with a formula established annually by the Corporation's Board of
Directors, conditional upon meeting certain consolidated performance goals of
the Corporation, and not to exceed fifty percent of participants' contributions
in any one year. Special discretionary contributions are limited to four
percent of the compensation of eligible employees for the respective Plan year.
The South Carolina National Corporation Amended and Restated Savings, Thrift
and Deferred Cash Plan (the SCN Plan) was amended effective January 1, 1992 to
substantially conform it to the Plan. During 1993, the account balances of
participants under the SCN Plan, other than certain ESOP and deductible
components, were transferred to the Plan.
The following is a description of the investment funds available to the
participants:
SHORT-TERM FUND: This fund invests in short-term fixed income securities
through the Biltmore Short-Term Fixed Income Fund in 1993 and in a Wachovia
Diversified Short-Term Bond Fund in 1992.
LONG-TERM FUND: This fund invests in corporate and government debt obligations
through the Biltmore Fixed Income Fund in 1993 and the Wachovia Diversified
Fixed Income Fund in 1992.
WACHOVIA CORPORATION COMMON STOCK FUND: This fund invests in common stock of
Wachovia Corporation. Each participant's account is maintained on the basis of
investment units which are equivalent to one share of the corporation's common
stock. Investment units are assigned to each account on the basis of the
average net cost of Wachovia's common stock during the month of assignment.
8
<PAGE> 14
Retirement Savings and Profit Sharing Plan of Wachovia Corporation
Notes to Financial Statements (continued)
NOTE 2. DESCRIPTION OF THE PLAN (CONTINUED)
CORPORATE BALANCED FUND: This fund invests in equity and debt securities
through the Biltmore Balanced Fund in 1993 and the Wachovia Diversified Balanced
Fund in 1992.
STOCK INDEX FUND: This fund invests in the common stocks comprising the
Standard & Poor's 500 Composite Stock Price Index through the Biltmore Equity
Index Fund in 1993 and the Wachovia Diversified Stock Index Fund in 1992.
LOAN FUND: Employees may borrow up to 50% of their vested account balance at
an annual interest rate of prime + 1%. The loan repayments are made by payroll
deduction and are not to exceed five years.
The vesting period for employer contributions is based on completed months of
service as follows:
<TABLE>
<CAPTION>
COMPLETED MONTHS VESTED
OF SERVICE PERCENTAGE
---------- ----------
<S> <C>
Less than 24 0%
24 25%
36 50%
48 75%
60 or more 100%
</TABLE>
The Corporation has the right under the Plan to discontinue its contributions
at any time and terminate the Plan. In the event of termination of the Plan,
all employer and participant contributions shall cease and all assets shall
become nonforfeitable and be distributed to the participants as provided in the
Plan.
Voluntary withdrawals of current year contributions by Plan participants result
in forfeiture of the related contribution by the Corporation. Termination of
employment exclusive of retirement, death, or disability results in forfeiture
of all non-vested contributions by the Corporation, unless the participant is
re-employed within the same calendar year. Forfeitures of nonvested benefits
serve to offset future contributions by the Corporation.
NOTE 3. INVESTMENTS
The Plan's investments are held and administered by Wachovia Bank of North
Carolina, N.A. as trustee.
9
<PAGE> 15
Retirement Savings and Profit Sharing Plan of Wachovia Corporation
Notes to Financial Statements (continued)
NOTE 3. INVESTMENTS (CONTINUED)
The fair value of investments that represent 5% or more of the Plan's net
assets are as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1993 1992
------------ --------------
<S> <C> <C>
Wachovia Corporation common stock
(3,922,736 shares and 1,060,347 shares) $131,411,656 $ 71,686,183
Wachovia Fixed Income Fund
(117,238 units) 44,082,191
Wachovia Short-Term Bond Fund
(606,057 units) 97,535,177
Biltmore Short-Term Fixed Income Fund
(7,927,780 units) 78,485,219
Biltmore Fixed Income Fund
(3,969,741 units) 39,379,827
Biltmore Balanced Fund
(2,841,821 units) 29,356,009
Biltmore Equity Index Fund
(2,417,487 units) 25,407,793
</TABLE>
On January 22, 1993, Wachovia Corporation's board of directors approved a
two-for-one common stock split, effected in the form of a stock dividend,
payable on April 1, 1993 to shareholders of record on March 8, 1993. The
shares of Wachovia common stock prior to the payable date presented herein have
not been adjusted to reflect the stock split.
NOTE 4. ADDITIONAL MATCHING EMPLOYER CONTRIBUTIONS
The Corporation's Board of Directors approved additional matching contributions
aggregating $14,662,521 and $5,892,323 for the years ended December 31, 1993
and 1992, respectively. The additional contributions are reported as part of
contributions receivable in the statements of net assets available for plan
benefits for the respective years.
NOTE 5. TRANSACTIONS WITH PARTIES-IN-INTEREST
The Plan invests in common stock of Wachovia Corporation and certain Wachovia
common trust funds. The Plan received dividends of $4,375,417 and $2,097,700
on shares of Wachovia Corporation common stock during 1993 and 1992,
respectively. Income received from holdings of Wachovia common trust funds
during 1993 and 1992 was $3,448,475 and $3,237,700, respectively. Income
received from holdings of the Biltmore funds during 1993 was $5,132,859.
Fees paid for legal, accounting, and other services rendered by
parties-in-interest were based on customary and reasonable rates for such
services. The Plan is reimbursed by the Corporation for fees and commissions
paid. Fees paid to Wachovia Bank of North Carolina, N.A. as trustee were
$601,459 and $614,748 in 1993 and 1992, respectively.
10
<PAGE> 16
Retirement Savings and Profit Sharing Plan of Wachovia Corporation
Notes to Financial Statements (continued)
NOTE 5. TRANSACTIONS WITH PARTIES-IN-INTEREST (CONTINUED)
Loans to participants were included in investments and amounted to $10,130,807
and $3,853,641 as of December 31, 1993 and 1992, respectively. In accordance
with the provisions of the Plan, the interest rate, terms and collateral
requirements for participant loans are determined by the Administrative
Committee of the Plan.
NOTE 6. INCOME TAX STATUS
The Internal Revenue Service has previously ruled that the Plan qualifies under
section 401(a) of the Internal Revenue Code (IRC) and is, therefore, not
subject to tax under present income tax law. A determination letter regarding
the status of the Plan after the 1989 Plan merger is pending. Once qualified,
the Plan is required to operate in conformity with the IRC to maintain its
qualification. The Corporation is not aware of any course of action or series
of events that have occurred that might adversely affect the Plan's qualified
status.
NOTE 7. IRS FORM 5500
Amounts per the financial statements may differ from those presented on IRS
Form 5500 due to the use of generally accepted accounting principles for the
financial statements and the cash basis of accounting for IRS Form 5500. In
addition, realized gains are calculated using the historical cost basis for
investments under generally accepted accounting principles, whereas realized
gains are calculated using the revalued cost basis for investments on IRS Form
5500.
11
<PAGE> 17
SUPPLEMENTAL SCHEDULE
<PAGE> 18
Retirement Savings and Profit-Sharing Plan of Wachovia Corporation
Transactions or Series of Transactions in Excess
of 5% of the Current Value of Plan Assets
Year ended December 31, 1993
<TABLE>
<CAPTION>
NUMBER OF UNITS OR HISTORICAL
DESCRIPTION OF ASSET TRANSACTIONS PAR VALUE PROCEEDS COST NET GAIN
-------------------- ------------ --------- --------- --------- --------
CATEGORY 1
<S> <C> <C> <C> <C> <C> <C>
Wachovia Diversified Short- Purchase 17,822,082 $ 17,822,082
Term Investment Fund
Biltmore Short-Term
Fixed Income Fund Purchase 82,052,708 82,052,708
Wachovia Diversified Sale 111,104 $ 17,822,082 17,861,079 $ (38,997)
Short-Term Bond Fund Sale 495,638 82,052,708 81,328,640 724,068
Wachovia Diversified
Fixed Income Fund Sale 398 40,092,427 35,575,064 4,517,363
Biltmore Fixed Income Fund Purchase 4,009,243 40,092,427
Wachovia Diversified Purchase 210,760 21,076,000
Balanced Fund Sale 254,453 26,456,682 25,813,502 643,180
Biltmore Balanced Fund Purchase 2,645,668 26,456,681
Wachovia Diversified Purchase 111,766 20,495,873
Stock Index Fund Sale 124,452 23,340,669 23,040,961 299,708
Biltmore Equity Index Fund Purchase 2,334,067 23,340,669
CATEGORY 3
Wachovia Diversified Short- Purchases 423 140,093,228 140,093,228
Term Investment Fund Sales 321 141,332,953 141,332,953 141,332,953 -
Biltmore Short-Term Purchases 10 8,502,652 85,006,544
Fixed Income Fund Sales 10 574,852 5,725,094 5,748,304 (23,210)
Wachovia Diversified Short- Purchases 3 31,725 5,139,570
Term Bond Fund Sales 5 637,782 104,952,095 104,237,734 714,361
Wachovia Diversified Fixed Purchases 2 797 304,553
Income Fund Sales 4 17,653 46,679,167 41,549,102 5,130,065
Wachovia Corporation Purchases 22 488,366 25,086,341
Common Stock Sales 7 131,272 5,028,192 3,693,072 1,335,120
Biltmore Fixed Income Fund Purchases 10 4,171,560 41,719,231
Sales 5 201,860 2,015,107 2,018,721 (3,614)
</TABLE>
12
<PAGE> 19
Retirement Savings and Profit-Sharing Plan of Wachovia Corporation
Transactions or Series of Transactions in Excess
of 5% of the Current Value of Plan Assets (continued)
<TABLE>
<CAPTION>
NUMBER OF UNITS OR HISTORICAL
DESCRIPTION OF ASSET TRANSACTIONS PAR VALUE PROCEEDS COST NET GAIN
-------------------- ------------ --------- --------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Wachovia Diversified Purchases 5 254,453 $25,469,446
Balanced Fund Sales 1 254,453 $26,456,681 25,813,502 $643,179
Biltmore Balanced Fund Purchases 7 2,841,821 28,484,491
Wachovia Diversified Purchases 4 124,541 22,843,521
Stock Index Fund Sales 2 124,541 23,356,743 23,057,292 299,451
Biltmore Equity Index Fund Purchases 8 2,490,061 24,962,719
Sales 4 72,574 39,748,182 39,417,865 330,317
</TABLE>
13
<PAGE> 20
EXHIBIT
<PAGE> 21
Consent of Independent Auditors
We consent to the incorporation by reference in the registration statements
(Form S-8: Nos. 33-34386, 33-15706, 2-99538, 33-44191, 33-44386, 33-44394,
33-54094 and 033-53325; Form S-3: Nos. 33-6280, 33-2232 and 33-59206) of
Wachovia Corporation of our report dated June 3, 1994, with respect to the
financial statements and schedules of the Retirement Savings and Profit-Sharing
Plan of Wachovia Corporation included in this Annual Report (Form 11-K) for the
year ended December 31, 1993.
/s/ ERNST & YOUNG
Winston-Salem, North Carolina
June 27, 1994
