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Previous: CONSOLIDATED STORES CORP /DE/, 10-K/A, 1994-06-27 |
Next: DEFINED ASSET FUNDS MUNICIPAL INVT TR FD MULTISTATE SER 1R, 497, 1994-06-27 |
<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A No. 1
(to file Exhibit 10.40)
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
June 27, 1994 and Chief Financial Officer
<PAGE> 1
EXHIBIT 10.40
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 30, 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
SOUTH CAROLINA NATIONAL CORPORATION AMENDED AND
RESTATED SAVINGS, THRIFT AND DEFERRED CASH 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 30, 1993 and 1992, and Statement of Changes in Net
Assets Available for Plan Benefits for the years ended December 30, 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.
SOUTH CAROLINA NATIONAL CORPORATION
AMENDED AND RESTATED SAVINGS, THRIFT
AND DEFERRED CASH 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
SOUTH CAROLINA NATIONAL CORPORATION
AMENDED AND RESTATED SAVINGS,
THRIFT AND DEFERRED CASH PLAN
Years ended December 30, 1993 and 1992
with Report of Independent Auditors
<PAGE> 5
South Carolina National Corporation
Amended and Restated Savings, Thrift and Deferred Cash Plan
Financial Statements
and Supplemental Schedule
Years ended December 30, 1993 and 1992
CONTENTS
<TABLE>
<S> <C>
Reports 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 . . . . . . . . . . . . . . . . . . . 6
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Supplemental Schedule
Transactions or Series of Transactions in Excess of
5 Percent of Current Value of Plan Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>
<PAGE> 6
Report of Independent Auditors
The Board of Directors
South Carolina National Corporation
We have audited the accompanying statement of net assets available for plan
benefits of South Carolina National Corporation Amended and Restated Savings,
Thrift and Deferred Cash Plan (the Plan) as of December 30, 1993 and 1992, and
the related statement 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 audit.
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 30, 1993 and 1992, and the changes in 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 supplemental schedule of transactions or
series of transactions in excess of 5% of the current value of the plan assets
for the year ended December 30, 1993, is presented for the purpose 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 is not
a required part of the financial statements. The supplemental schedule has
been subjected to the auditing procedures applied in our audit of the 1993
financial statements and, in our opinion, is 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
South Carolina National Corporation
Amended and Restated Savings, Thrift and Deferred Cash Plan
Statements of Net Assets Available for Plan Benefits
December 30, 1993
<TABLE>
<CAPTION>
FUND A -
WACHOVIA
CORPORATION FUND B - FUND C - FUND D -
COMMON STOCK SHORT-TERM LONG-TERM STOCK INDEX
FUND FUND FUND FUND
------------ ---------- --------- -----------
<S> <C> <C> <C> <C>
ASSETS
Investments at fair value:
Wachovia Corporation common stock
(cost - $123,307 and $11,352,102,
respectively and 14,937 and 739,841
shares, respectively) $ 500,386
Authorized demand notes 43,426 $ 382 $ 664 $ 1,770
Biltmore Funds:
Biltmore Balanced Fund
(8,957 units; cost - $89,666)
Biltmore Short-Term Fixed Income Fund
(15,772 units; cost - $157,137) 156,139
Biltmore Equity Index Fund
(5,003 units; cost - $50,056) 52,582
Biltmore Fixed Income Fund
(2,143 units; cost - $21,431) 21,257
--------- ------------- -------------- --------
543,812 156,521 21,921 54,352
Cash and cash equivalents 179 1 2 4
--------- ------------- -------------- --------
Total assets 543,991 156,522 21,923 54,356
LIABILITIES
Employee withdrawals (5,694) (2,552) (1,770)
--------- ------------- -------------- --------
Total liabilities (5,694) (2,552) - (1,770)
--------- ------------- -------------- --------
Net assets available for plan benefits $ 538,297 $ 153,970 $ 21,923 $ 52,586
========= ============= ============== ========
</TABLE>
2
<PAGE> 8
<TABLE>
<CAPTION>
FUND E - EMPLOYEE
CORPORATE STOCK
BALANCED OWNERSHIP COMBINED
FUND PLAN FUNDS
--------- --------- ---------
<S> <C> <C> <C>
ASSETS
Investments at fair value:
Wachovia Corporation common stock
(cost - $123,307 and $11,352,102,
respectively and 14,937 and 739,841
shares, respectively) $ 24,784,677 $ 25,285,063
Authorized demand notes $ 1,704 8,512 56,458
Biltmore Funds:
Biltmore Balanced Fund
(8,957 units; cost - $89,666) 92,529 92,529
Biltmore Short-Term Fixed Income Fund
(15,772 units; cost - $157,137) 156,139
Biltmore Equity Index Fund
(5,003 units; cost - $50,056) 52,582
Biltmore Fixed Income Fund
(2,143 units; cost - $21,431) 21,257
--------- ------------- --------------
94,233 24,793,189 25,664,028
Cash and cash equivalents 5 415 606
--------- ------------- --------------
Total assets 94,238 24,793,604 25,664,634
LIABILITIES
Employee withdrawals (396,863) (406,879)
--------- ------------- --------------
Total liabilities - (396,863) (406,879)
--------- ------------- --------------
Net assets available for plan benefits $ 94,238 $ 24,396,741 $ 25,257,755
========= ============= ==============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 9
South Carolina National Corporation
Amended and Restated Savings, Thrift and Deferred Cash Plan
Statements of Net Assets Available for Plan Benefits
December 30, 1992
<TABLE>
<CAPTION>
FUND A -
WACHOVIA
CORPORATION FUND B - FUND C - FUND D -
COMMON SHORT-TERM LONG-TERM STOCK INDEX
STOCK FUND FUND FUND
------------- ------------- ------------- -----------
<S> <C> <C> <C> <C>
ASSETS
Investments at fair value (Note 3):
Wachovia Corporation common stock
(Cost $24,021,677 and $11,624,039,
respectively and 770,137 and 398,459
shares, respectively) $ 52,561,847
Money market deposit account
Collective Investment Funds:
The South Carolina National Bank
Collective Investment Fund for
Corporate Employee Benefit Trusts -
Stock Fund
(29,409 units; cost - $5,070,044) $ 13,767,012
The South Carolina National Bank
Collective Investment Fund for
Corporate Employee Benefit Trusts -
Intermediate Maturity Bond Fund
(4,748 units; cost - $1,003,699) $ 1,760,811
The South Carolina National Bank
Collective Investment Fund for
Corporate Employee Benefit Trusts -
Balanced Fund
(200,522 units; cost - $2,951,281)
The South Carolina National Bank
Collective Investment Fund for
Corporate Employee Benefit Trusts -
Managed GIC Fund
(17,778 units; cost - $210,991)
------------ ----------- ------------ -------------
52,561,847 1,760,811 13,767,012
Cash and cash equivalents 349,447 $ 8,115,642 43,905 205,673
Receivables:
Employee contributions 216,150 44,471 19,126 124,916
Employer contributions 953,824 218,656 93,934 329,410
Accrued interest 1,162 21,296 123 641
------------ ----------- ------------ -------------
1,171,136 284,423 113,183 454,967
------------ ----------- ------------ -------------
Total assets 54,082,430 8,400,065 1,917,899 14,427,652
LIABILITIES
Employee withdrawals 839,140 173,302 20,381 196,483
Interfund transfers (11,939) (10,131) 4,162
------------ ----------- ------------ -------------
Total liabilities 827,201 163,171 20,381 200,645
------------ ----------- ------------ -------------
Net assets available for plan benefits $ 53,255,229 $ 8,236,894 $ 1,897,518 $ 14,227,007
============ =========== ============ =============
</TABLE>
4
<PAGE> 10
<TABLE>
<CAPTION>
EMPLOYEE
FUND E - FUND F - STOCK
CORPORATE GUARANTEED OWNERSHIP
BALANCED INVESTMENT PLAN
FUND CONTRACT FUND FUND TOTAL
--------- ------------- --------- -------
<S> <C> <C> <C> <C>
ASSETS
Investments at fair value (Note 3):
Wachovia Corporation common stock
(Cost $24,021,677 and $11,624,039,
respectively and 770,137 and 398,459
shares, respectively) $ 27,194,830 $ 79,756,677
Money market deposit account 1,500 1,500
Collective Investment Funds:
The South Carolina National Bank
Collective Investment Fund for
Corporate Employee Benefit Trusts -
Stock Fund
(29,409 units; cost - $5,070,044) 13,767,012
The South Carolina National Bank
Collective Investment Fund for
Corporate Employee Benefit Trusts -
Intermediate Maturity Bond Fund
(4,748 units; cost - $1,003,699) 1,760,811
The South Carolina National Bank
Collective Investment Fund for
Corporate Employee Benefit Trusts -
Balanced Fund
(200,522 units; cost - $2,951,281) $ 4,361,053 4,361,053
The South Carolina National Bank
Collective Investment Fund for
Corporate Employee Benefit Trusts -
Managed GIC Fund
(17,778 units; cost - $210,991) $ 276,229 276,229
------------ ----------- ------------ -------------
4,361,053 276,229 27,196,330 99,923,282
Cash and cash equivalents 199,100 25,593 67 8,939,427
Receivables:
Employee contributions 47,935 3,845 456,443
Employer contributions 259,295 20,084 1,875,203
Accrued interest 564 73 449 24,308
------------ ----------- ------------ -------------
307,794 24,002 449 2,355,954
------------ ----------- ------------ -------------
Total assets 4,867,947 325,824 27,196,846 111,218,663
LIABILITIES
Employee withdrawals 16,389 1,489 370,734 1,617,918
Interfund transfers 17,908
------------ ----------- ------------ -------------
Total liabilities 34,297 1,489 370,734 1,617,918
------------ ----------- ------------ -------------
Net assets available for plan benefits $ 4,833,650 $ 324,335 $ 26,826,112 $ 109,600,745
============ =========== ============ =============
</TABLE>
See accompanying notes to financial statements.
5
<PAGE> 11
South Carolina National Corporation
Amended and Restated Savings, Thrift and Deferred Cash Plan
Statements of Changes in Net Assets Available for Plan Benefits
Year ended December 30, 1993
<TABLE>
<CAPTION>
FUND A -
WACHOVIA
CORPORATION FUND B - FUND C - FUND D -
COMMON STOCK SHORT-TERM LONG-TERM STOCK INDEX
FUND FUND FUND FUND
------------ ---------- --------- -----------
<S> <C> <C> <C> <C>
ADDITIONS
Interest income $ 1,228 $ 3,504 $ 958 $ 1,002
Dividends from Wachovia Corporation
common stock 26,493
Noncash transactions 2,252 719 541
Net realized and unrealized appreciation
(depreciation) in fair value of investments (49,836) (242) 975 4,684
Other receipts 328
------------ ----------- ------------ -------------
(22,115) 5,514 2,980 6,227
DEDUCTIONS
Withdrawals (103,501) (10,695) (12,793) (11,672)
Transfers to the Retirement Savings
and Profit Sharing Plan (52,553,554) (8,440,023) (1,877,884) (14,121,065)
Other expenses (7,854) (7) (176)
Interfund transfers (37,762) 370,134 12,109 (47,735)
------------ ----------- ------------ -------------
(52,694,817) (8,088,438) (1,878,575) (14,180,648)
------------ ----------- ------------ -------------
Net (deductions) (52,716,932) (8,082,924) (1,875,595) (14,174,421)
Net assets available for plan benefits
at beginning of period 53,255,229 8,236,894 1,897,518 14,227,007
------------ ----------- ------------ -------------
Net assets available for plan benefits
at end of period $ 538,297 $ 153,970 $ 21,923 $ 52,586
============ =========== ============ =============
</TABLE>
6
<PAGE> 12
<TABLE>
<CAPTION>
FUND F - EMPLOYEE
FUND E - GUARANTEED STOCK
CORPORATE INVESTMENT OWNERSHIP
BALANCED CONTRACT PLAN COMBINED
FUND FUND FUND FUND
--------- ---------- --------- --------
<S> <C> <C> <C> <C>
ADDITIONS
Interest income $ 2,351 $ 2,924 $ 11,967
Dividends from Wachovia Corporation
common stock 862,565 889,058
Noncash transactions 1,182 4,694
Net realized and unrealized appreciation
(depreciation) in fair value of investments 5,763 (2,005,211) (2,043,867)
Other receipts 1,670 1,998
------------ ---------- ------------ ------------
10,966 (1,139,722) (1,136,150)
DEDUCTIONS
Withdrawals (4,299) (1,289,649) (1,432,609)
Transfers to the Retirement Savings
and Profit Sharing Plan (4,773,400) (81,765,926)
Other expenses (268) (8,305)
Interfund transfers 27,589 $ (324,335) --
------------ ---------- ------------ ------------
(4,750,378) (324,335) (1,289,649) (83,206,840)
------------ ---------- ------------ ------------
Net (deductions) (4,739,412) (324,335) (2,429,371) (84,342,990)
Net assets available for plan benefits
at beginning of period 4,833,650 324,335 26,826,112 109,600,745
------------ ---------- ------------ ------------
Net assets available for plan benefits
at end of period $ 94,238 $ - $ 24,396,741 $ 25,257,755
============ ========== ============ ============
</TABLE>
See accompanying notes to financial statements.
7
<PAGE> 13
AMENDED AND RESTATED SAVINGS, THRIFT AND DEFERRED CASH PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 30, 1992
<TABLE>
<CAPTION>
FUND A -
WACHOVIA FUND D -
CORPORATION FUND B - FUND C - STOCK
COMMON SHORT-TERM LONG-TERM INDEX
STOCK FUND FUND FUND
----------- ---------- --------- --------
<S> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ 2,210,797 $ 454,754 $ 213,050 $ 1,368,075
Employer 1,810,116 362,800 157,820 735,886
------------ ----------- ------------ --------------
4,020,913 817,554 370,870 2,103,961
Interest income 37,041 324,733 2,167 12,229
Dividends from Wachovia Corporation
common stock 1,674,690
Net realized and unrealized appreciation
in fair value of investments 8,017,743 108,700 595,319
------------ ----------- ------------ --------------
13,750,387 1,142,287 481,737 2,711,509
DEDUCTIONS
Withdrawals (8,679,116) (2,747,999) (336,385) (3,033,791)
Interest expense
Other expenses
Interfund transfers (1,685,729) 1,237,961 168,895 (98,962)
------------ ----------- ------------ --------------
(10,364,845) (1,510,038) (167,490) (3,132,753)
------------ ----------- ------------ --------------
Net additions (deductions) 3,385,542 (367,751) 314,247 (421,244)
Net assets available for plan benefits
at beginning of year 49,869,687 8,604,645 1,583,271 14,648,251
------------ ----------- ------------ --------------
Net assets available for plan benefits
at end of year $ 53,255,229 $ 8,236,894 $ 1,897,518 $ 14,227,007
============ =========== ============ ==============
</TABLE>
8
<PAGE> 14
<TABLE>
<CAPTION>
Fund E - Fund F - Employee
Corporate Guaranteed Stock
Balanced Investment Ownership
Fund Contract Fund Plan Total
------------- -------------- ---------- -------
<S> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ 522,244 $ 40,177 $ 4,809,097
Employer 410,600 33,795 3,511,017
------------ ----------- ------------ --------------
932,844 73,972 8,320,114
Interest income 7,739 753 $ 4,002 388,664
Dividends from Wachovia Corporation
common stock 1,092,040 2,766,730
Net realized and unrealized appreciation
in fair value of investments 308,350 16,018 3,950,926 12,997,056
------------ ----------- ------------ --------------
1,248,933 90,743 5,046,968 24,472,564
DEDUCTIONS
Withdrawals (515,368) (47,010) (4,060,082) (19,419,751)
Interest expense (624,509) (624,509)
Other expenses (256,780) (256,780)
Interfund transfers 349,498 28,337
------------ ----------- ------------ --------------
(165,870) (18,673) (4,941,371) (20,301,040)
------------ ----------- ------------ --------------
Net additions (deductions) 1,083,063 72,070 105,597 4,171,524
Net assets available for plan benefits
at beginning of year 3,750,587 252,265 26,720,515 105,429,221
------------ ----------- ------------ --------------
Net assets available for plan benefits
at end of year $ 4,833,650 $ 324,335 $ 26,826,112 $ 109,600,745
============ =========== ============ ==============
</TABLE>
See accompanying notes to financial statements.
9
<PAGE> 15
South Carolina National Corporation
Amended and Restated Savings, Thrift and Deferred Cash Plan
Notes to Financial Statements
December 30, 1993
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
The purchase or sale of an investment is generally recorded when contracted
and any gain or loss on the sale of an investment is recognized at the time of
sale. Income from interest and dividends are recorded on the accrual basis.
Investments in common stock are stated at year-end quoted market values.
Participating units of the pooled trust funds are stated at net asset value
determined on the basis of year-end market values of the securities in the
funds. Historical cost of securities is used to calculate realized gains on
securities sold.
NOTE 2. DESCRIPTION OF THE PLAN
The South Carolina National Corporation Amended and Restated Savings, Thrift
and Deferred Cash Plan (the "Plan") was originally adopted by the Board of
Directors of South Carolina National Corporation ("SCNC" or the "Corporation")
and became operative June 1, 1979.
On December 6, 1991, the Corporation became a wholly-owned subsidiary of
Wachovia Corporation ("Wachovia"). Pursuant to the Agreement and Plan of
Merger (the "Agreement"), the shareholders of the Corporation's common stock
received .675 of a share of Wachovia's common stock for each share of the
Corporation's common stock owned. Accordingly, the shares of SCNC common stock
held in the Plan were converted into Wachovia common stock. The Plan, aside
from the employee stock ownership plan ("ESOP") and the participant deductible
contributions ("deductible component"), was amended effective January 1, 1992
to substantially conform it to the Retirement Savings and Profit-Sharing Plan
of Wachovia (the "Wachovia Plan"). As of the close of business of the Plan on
December 30, 1992, the account balances of participants under the Plan (other
than the ESOP and the deductible component) were transferred to the Wachovia
Plan. The deductible component consists of certain pre-tax contributions made
prior to 1987. There were no further contributions to, or new participants in,
the Plan after December 30, 1992.
Company contributions made prior to December 31, 1991 and all employee
contributions are fully vested and nonforfeitable at all times. Termination of
the Plan would neither reduce any participant's accrued benefit nor result in
any of the Plan's assets reverting to the Corporation.
10
<PAGE> 16
South Carolina National Corporation
Amended and Restated Savings, Thrift and Deferred Cash Plan
Notes to Financial Statements (continued)
NOTE 2. DESCRIPTION OF THE PLAN (CONTINUED)
The following is a description of the six funds and the ESOP:
FUND A - WACHOVIA CORPORATION COMMON STOCK: This fund invests in common stock
of Wachovia. 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.
FUND B - SHORT-TERM FUND: (Formerly Fund D - Money Market Deposit Account)
This fund invests in the short-term fixed income securities through the
Biltmore Short-Term Fixed Income Fund in 1993 and in a South Carolina National
Bank money market deposit account in 1992.
FUND C - LONG-TERM FUND: (Formerly Fund C - Fixed Investment Fund) This fund
invests in corporate and government debt obligations through the Biltmore Fixed
Income Fund in 1993 and the South Carolina National Bank Collective Investment
Fund for Corporate Employee Benefit Trusts Intermediate Maturities Bond Fund in
1992.
FUND D - STOCK INDEX FUND: (Formerly Fund B - Equity 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 South Carolina
National Bank Collective Investment Fund for Corporate Employee Benefit Trusts
Stock Fund in 1992.
FUND E - CORPORATE BALANCED FUND: (Formerly Fund E - Balanced Fund) This fund
invests in equity and debt securities through the Biltmore Balanced Fund in
1993 and the South Carolina National Bank Collective Investment Fund for
Corporate Employee Benefit Trusts Balanced Fund in 1992.
ESOP: On February 6, 1990, the trustee for the Plan entered into a loan and
stock purchase agreement with the Corporation pursuant to which the trust
borrowed $25,000,000 from the Corporation (the "Loan") which, along with the
earnings from the temporary investment of the Loan proceeds, was used to
purchase the Corporation's common stock. The Corporation's common stock
acquired with the proceeds of the Loan was held in a separate account (the
"Loan Suspense Account"), pending release and allocation to participants. On
April 26, 1991, the interest rate was fixed at a base rate of 9.65%, plus debt
issuance costs of up to 50 basis points, for the remainder of the term of the
loan. During 1991, payments on the loan were made using the Corporation's
matching contributions and dividends on the ESOP shares. Leveraged shares were
released from the Loan Suspense Account on a monthly basis as the Loan was
repaid, and allocated monthly to participants' ESOP accounts.
Pursuant to the Agreement, during 1992 the outstanding indebtedness of the ESOP
was repaid with the proceeds of the sale of sufficient shares of Wachovia
common stock held by the ESOP.
11
<PAGE> 17
South Carolina National Corporation
Amended and Restated Savings, Thrift and Deferred Cash Plan
Notes to Financial Statements (continued)
NOTE 2. DESCRIPTION OF THE PLAN (CONTINUED)
No further contributions were made to the ESOP after January 1, 1992, and the
shares of Wachovia common stock held by the ESOP after repayment of the
outstanding indebtedness were allocated to the accounts of persons who were
participants in the Plan at the time of the merger, based on proportionate ESOP
account balances as calculated on December 31, 1991. Income of each fund is
reinvested in that fund. Administrative expenses of the Plan are paid by the
Corporation, except certain expenses related to the ESOP which are paid by the
Plan. Subject to certain conditions, an employee while still employed may make
withdrawals from his fund balances in the Plan derived from his after-tax
contributions, the related Corporation matching contributions, and earnings
thereon. Upon attainment of age 59 1/2, an employee may withdraw his fund
balances derived from deferred cash contributions, the related Corporation
matching contributions, and earnings thereon while remaining employed by the
Corporation. Prior to attaining age 59 1/2, an employee may withdraw his
deferred cash contributions (and the related Corporation matching contributions
and earnings on or prior to December 31, 1988) only upon the event of a
financial hardship as defined in the Plan. No withdrawal can be made from the
Corporation's matching contribution invested in the ESOP for any reason prior
to termination. Upon termination of employment for any reason (including
retirement, disability or death) the total value of the employee's investment
funds in the Plan is distributed to the employee (or his beneficiary).
The Corporation has the right under the Plan at any time to 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.
NOTE 3. INVESTMENTS
The fair value of investments that represent 5% or more of the Plan's net
assets are as follows:
YEAR ENDED DECEMBER 30
1993 1992
----------- -----------
The South Carolina National Bank
Collective Investment Fund for
Corporate Employee Benefit Trusts -
Stock Fund (29,409 units) $13,767,012
Wachovia Corporation common stock
(754,778 shares and 1,168,596 shares) $25,285,063 79,756,677
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.
12
<PAGE> 18
South Carolina National Corporation
Amended and Restated Savings, Thrift and Deferred Cash Plan
Notes to Financial Statements (continued)
NOTE 4. TRANSACTIONS WITH PARTIES-IN-INTEREST
The Plan invests in common stock of Wachovia Corporation, the Wachovia
Short-Term Investment Fund, certain of the Biltmore Mutual Funds, which have
been established by Wachovia, and certain of the South Carolina National Bank
(a subsidiary of the Corporation) collective investment funds. The Plan
received dividends on Wachovia Corporation common stock of $889,058 and
$2,766,730 during 1993 and 1992, respectively. Interest income received from
the Biltmore Mutual Funds in 1993 was $7,541.
During the years ended December 30, 1993 and 1992, the Plan has had no
prohibited transactions with any parties-in-interest.
NOTE 5. INCOME TAX STATUS
A ruling has been received from the Internal Revenue Service that the Plan,
prior to the February 16, 1990 amendment adding the ESOP was "qualified" under
Section 401 (a) of the Internal Revenue Code (the "Code") as in effect prior to
the Tax Reform Act of 1986 and subsequent legislation (the "Acts"). The
Corporation has amended the Plan to comply with those provisions of the Acts.
The Corporation has requested a ruling that the Plan, as amended, is
"qualified" under Section 401 (a) of the Code, as amended by the Acts. A
determination letter regarding the status of the Plan after the 1992 amendment
is pending. 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 6. IRS FORM 5500
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.
13
<PAGE> 19
SUPPLEMENTAL SCHEDULE
<PAGE> 20
South Carolina National Corporation
Amended and Restated Savings, Thrift and Deferred Cash Plan
Transactions or Series of Transactions in Excess
of 5 Percent of the Current Value of Plan Assets
Year ended December 30, 1993
<TABLE>
<CAPTION>
NUMBER OF UNITS OR HISTORICAL NET
DESCRIPTION OF ASSETS TRANSACTIONS PAR VALUE PROCEEDS COST GAIN
- - ------------------------------ ------------- --------- -------- ---------- ----
<S> <C> <C> <C> <C> <C>
CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5 PERCENT OF PLAN ASSETS
Shearson Temporary Investment
Fund Purchases 105 1,400,792 $ 1,400,792
Sales 34 1,344,333 $ 1,344,333 1,344,333 $ -
Wachovia Corporation common
stock Purchases 5 30,278 1,057,908
Sales 2 6,603 243,674 96,407 147,267
</TABLE>
There were no category (i), (ii) or (iv) reportable transactions during 1993.
14
<PAGE> 21
EXHIBIT
<PAGE> 22
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 South Carolina National Corporation
Amended and Restated Savings, Thrift and Deferred Cash Plan included in this
Annual Report (Form 11-K) for the year ended December 30, 1993.
/s/ ERNST & YOUNG
Winston-Salem, North Carolina
June 27, 1994
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