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1994 FORM 10-K/A No. 1
United States Securities and Exchange Commission
Washington, DC 20549
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1994
Commission File Number 1-9021
WACHOVIA CORPORATION
Incorporated in the State of North Carolina
IRS Employer Identification Number 56-1473727
Address and Telephone:
301 North Main Street, Winston-Salem, North Carolina 27150,
(910) 770-5000
191 Peachtree Street NE, Atlanta, Georgia 30303, (404) 332-5000
Securities registered pursuant to Section 12(b) of the Act: Common
Stock -- $5.00 par value, which is registered on the New York Stock
Exchange.
As of February 8, 1995, Wachovia Corporation had 171,074,139
shares of common stock outstanding. The aggregate market value of
Wachovia Corporation common stock held by nonaffiliates on February 8,
1995 was approximately $5.814 billion and the number of shares held by
nonaffiliates was 170,998,826.
Wachovia Corporation has (1) 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.
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. [X].
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Wachovia Corporation's Proxy Statement for its
1995 Annual Shareholders' Meeting, which will be filed with the
Commission by April 30, 1995 are incorporated by reference into Part
III of this report. Portions of the annual report to shareholders for
the year ended December 31, 1994 are incorporated by reference into
Parts I and II as indicated in the table below. Except for parts of
the Wachovia Corporation Annual Report expressly incorporated herein
by reference, this Annual Report is not to be deemed filed with the
Securities and Exchange Commission.
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PART I PAGE PART II -- Continued PAGE
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Item 1 Business Item 7 Management's Discussion and
Analysis of Financial
Description of Business...........3, 16-44, 72-74 Condition and Results
Subsidiaries of Wachovia of Operations..............................16-44
Corporation...................................2
Average Balance Sheets/ Item 8 Financial Statements and
Interest/Rates.................64-65, 68-69, 70 Supplementary Data..............37-44, 45, 46-63
Volume and Rate
Variance Analysis........................19, 42 Item 9 Changes in and Disagreements
Securities.................................21, 52 with Accountants on
Loans..........................20, 28, 50, 53, 71 Accounting and Financial
Allowance for Loan Losses Disclosure -- None
and Loan Loss Experience............. 30, 42, 50
Deposits........................22, 26, 64-65, 70 PART III
Return on Equity and Assets....................70
Short-Term Borrowed Funds......................26 Item 10 Directors and Executive
Officers of the Registrant.......Proxy Statement
Item 2 Properties........................................2
Item 11 Executive Compensation..............Proxy Statement
Item 3 Legal Proceedings................................59
Item 12 Security Ownership of
Item 4 Submission of Matters to a Vote Certain Beneficial Owners
of Security Holders -- None and Management...................Proxy Statement
PART II Item 13 Certain Relationships
and Related Transactions.........Proxy Statement
Item 5 Market for Registrant's Common
Equity and Related PART IV
Stockholder
Matters....................................72-73 Item 14 Exhibits, Financial Statement
Schedules and Reports on
Item 6 Selected Financial Data...................66-67, 71 Form 8-K..................................3,7-11
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PART IV
Item 14. Exhibits
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3.1 Amended and Restated Articles of Incorporation of the
registrant (Exhibit 3.1 to Report on Form 10-K of Wachovia
Corporation for the fiscal year ended December 31, 1993, File
No. 1-9021*).
3.2 Bylaws of the registrant (Exhibit 3.2 to Report on Form 10-K
of Wachovia Corporation for the fiscal year ended December
31, 1993, File No. 1-9021*).
4.1 Articles IV, VII, IX, X and XI of the registrant's Amended and
Restated Articles of Incorporation (Included in Exhibit 3.1
hereto).
4.2 Article 1, Section 1.8, and Article 6 of the registrant's
Bylaws (included in Exhibit 3.2 hereto).
4.3 Indenture dated as of May 15, 1986 between South Carolina
National Corporation and Morgan Guaranty Trust Company of
New York, as Trustee, relating to $35,000,000 principal
amount of 6 1/2% Convertible Subordinated Debentures due in
2001 (Exhibit 28 to S-3 Registration Statement of South
Carolina National Corporation, File No. 33-7710*).
4.4 First Supplemental Indenture dated as of November 26, 1991 by
and among South Carolina National Corporation, Wachovia
Corporation and Morgan Guaranty Trust Company of New York,
as Trustee, amending the Indenture described in Exhibit 4.3
hereto (Exhibit 4.10 to Report on Form 10-K of Wachovia
Corporation for the fiscal year ended December 31, 1991,
File No. 1-9021*).
4.5 Indenture dated as of March 15, 1991 between South Carolina
National Corporation and Bankers Trust Company, as Trustee,
relating to certain unsecured subordinated securities
(Exhibit 4(a) to S-3 Registration Statement of South
Carolina National Corporation, File No. 33-39754*).
4.6 First Supplemental Indenture dated as of January 24, 1992 by
and among South Carolina National Corporation, Wachovia
Corporation and Bankers Trust Company, as Trustee, amending
the Indenture described in Exhibit 4.5 hereto (Exhibit
4.12 to Report on Form 10-K of Wachovia Corporation for the
fiscal year ended December 31, 1991, File No. 1-9021*).
4.7 Indenture dated as of August 22, 1989 between First Wachovia
Corporation and The Philadelphia National Bank, as Trustee,
relating to $300,000,000 principal amount of subordinated
debt securities (Exhibit 4(c) to S-3 (Shelf) Registration
Statement of First Wachovia Corporation, File No.
33-30721*).
4.8 First Supplemental Indenture, dated as of September 15, 1992
between Wachovia Corporation and CoreStates Bank, National
Association, as Trustee, amending the Indenture described
in Exhibit 4.7 hereto (Exhibit 4(d) to Report on Form 8 of
Wachovia Corporation, filed on October 15, 1992, File No.
1-9021*).
4.9 Indenture dated as of March 1, 1993 between Wachovia
Corporation and CoreStates Bank, National Association, as
Trustee, relating to $500,000,000 principal amount of
subordinated debt securities (Exhibit 4(a) to S-3 (Shelf)
Registration Statement of Wachovia Corporation, File No.
33-59206*).
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Item 14. Exhibits (Continued)
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10.1 Deferred Compensation Plan of Wachovia Bank of North
Carolina, N.A. (Exhibit 10.1 to Report on Form 10-K of
Wachovia Corporation for the fiscal year ended December
31,1992, File No. 1-9021*).
10.2 1983 Amendment to Deferred Compensation Plan described in
Exhibit 10.1 hereto (Exhibit 10.2 to Report on Form 10-K
of Wachovia Corporation for the fiscal year ended December
31, 1992, File 1-9021*).
10.3 1986 Amendment to Deferred Compensation Plan described in
Exhibit 10.1 hereto (Exhibit 10.9 to Report on Form 10-K of
First Wachovia Corporation for the fiscal year ended
December 31, 1986, File No. 1-9021*).
10.4 1983 Senior Management Stock Option Plan of Wachovia
Corporation (Exhibit 4.2 to Post-Effective Amendment No. 1
to S-4 Registration Statement No. 2-99538*).
10.5 Stock Option and Stock Appreciation Rights Plan of Wachovia
Corporation (Exhibit 4.3 to Post-Effective Amendment No. l
to S-4 Registration Statement No. 2-99538*).
10.6 1986 Senior Management Stock Option Plan of Wachovia
Corporation (Exhibit 10.20 to Report on Form 10-K of First
Wachovia Corporation for the fiscal year ended December 31,
1986, File No. 1-9021*).
10.7 1987 Declaration of Amendment to 1986 Senior Management Stock
Option Plan described in Exhibit 10.6 hereto (Exhibit 10.21
to Report on Form 10-K of First Wachovia Corporation for
the fiscal year ended December 31, 1986, File No. 1-9021*).
10.8 Senior Management Incentive Plan of Wachovia Corporation as
amended through April 22, 1994 (Exhibit 10.2 to Quarterly
Report on Form 10-Q of Wachovia Corporation for the quarter
ended March 31, 1994, File No. 1-9021*)
10.9 Retirement Income Benefit Equalization Plan of Wachovia
Corporation (Exhibit 10.15 to Report on Form 10-K of First
Wachovia Corporation for the fiscal year ended December 31,
1987, File No. 1-9021*).
10.10 Retirement Savings and Profit-Sharing Benefit Equalization
Plan of Wachovia Corporation (Exhibit 10.16 to Report on
Form 10-K of First Wachovia Corporation for the fiscal year
ended December 31, 1987, File No. 1-9021*).
10.11 Amendment to Retirement Savings and Profit-Sharing Benefit
Equalization Plan described in Exhibit 10.10 hereto. (Exhibit
10.11 to Report on Form 10-K of Wachovia Corporation for the
fiscal year ended December 31, 1993, File No. 1-9021*).
10.12 Employment Agreements between Wachovia Corporation and
Messrs. L. M. Baker, Jr., Robert S. McCoy, Jr., G. Joseph
Prendergast, Anthony L. Furr and Walter E. Leonard, Jr.
(Exhibit 10.17 to Report on Form 10-K of First Wachovia
Corporation for the fiscal year ended December 31, 1987,
File No. 1-9021*).
10.13 Amendment to Employment Agreements described in Exhibit
10.12 hereto (Exhibit 10.14 to Report on Form 10-K of First
Wachovia Corporation for the fiscal year ended December 31,
1990, File No. 1-9021*).
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Item 14. Exhibits (Continued)
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10.14 Employment Agreement between Wachovia Corporation and Mr.
James G. Lindley (Exhibit 10.15 to Report on Form 10-K of
Wachovia Corporation for the fiscal year ended December 31,
1991, File No. 1-9021*).
10.15 Agreement between Wachovia Corporation and Mr. John G. Medlin,
Jr. (Exhibit 10.16 to Report on Form 10-K of Wachovia
Corporation for the fiscal year ended December 31, 1993,
File No. 1-9021*).
10.16 Executive Retirement Agreements between Wachovia
Corporation and Messrs. John G. Medlin, Jr., L. M. Baker,
Jr., Robert S. McCoy, Jr., G. Joseph Prendergast,
Anthony L. Furr and Walter E. Leonard, Jr. (Exhibit 10.18 to
Report on Form 10-K of First Wachovia Corporation for the
fiscal year ended December 31, 1987, File No. 1-9021*).
10.17 Amendment to Executive Retirement Agreements described in
Exhibit 10.16 hereto (Exhibit 10.17 to Report on Form 10-K
of Wachovia Corporation for the fiscal year ended December
31, 1991, File No. 1-9021*).
10.18 Amendment to Executive Retirement Agreement between Wachovia
Corporation and Mr. John G. Medlin, Jr. (Exhibit 10.3 to
Quarterly Report on Form 10-Q of Wachovia Corporation for
the quarter ended September 30, 1993, File 1-9021*).
10.19 Amendment to Executive Retirement Agreements between Wachovia
Corporation and Messrs. John G. Medlin, Jr., L. M. Baker,
Jr., Robert S. McCoy, Jr., G. Joseph Prendergast,
Anthony L. Furr and Walter E. Leonard, Jr. (Exhibit 10.4 to
Quarterly Report on Form 10-Q of Wachovia Corporation for the
quarter ended September 30, 1993, File 1-9021*).
10.20 Senior Management and Director Stock Plan of Wachovia
Corporation (Exhibit 10 to Quarterly Report on Form 10-Q of
First Wachovia Corporation for the quarter ended March 31,
1989, File No. 1-9021*).
10.21 1990 Declaration of Amendment to Senior Management and
Director Stock Plan as described in Exhibit 10.20 hereto
(Exhibit 10.17 to Report on Form 10-K of First Wachovia
Corporation for fiscal year ended December 31, 1989,
File No. 1-9021*).
10.22 Deferred Compensation Plan for the Board of Directors
of Wachovia Corporation (Exhibit 10.19 to Report on Form
10-K of First Wachovia Corporation for the fiscal year
ended December 31, 1990, File No. 1-9021*).
10.23 Retirement Pay Plan for Directors of Wachovia Corporation
(Exhibit 10.21 to Report on Form 10-K of First Wachovia
Corporation for the fiscal year ended December 31, 1990,
File No. 1-9021*).
10.24 Supplemental Executive Retirement Plan of South Carolina
National Corporation (Exhibit 10(a) to Report on Form 10-K
of South Carolina National Corporation for the fiscal year
ended December 31, 1988, File No. 0-7042*).
10.25 Amendment to Supplemental Executive Retirement Plan described
in Exhibit 10.24 hereto (Exhibit 10(a) to Report on Form
10-K of South Carolina National Corporation for the fiscal
year ended December 31, 1990, File No. 0-7042*).
10.26 Amendment to Supplemental Executive Retirement Plan described
in Exhibit 10.24 hereto (Exhibit 10.27 to Report on Form 10-K
of Wachovia Corporation for the fiscal year ended December
31, 1993, File No. 1-9021*).
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Item 14. Exhibits (Continued)
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10.27 Management Restricted Stock Award Plan of South Carolina
National Corporation, as amended (Exhibit 10(b) to Report
on Form 10-K of South Carolina National Corporation for the
fiscal year ended December 31, 1990, File No. 0-7042*).
10.28 Amendment to Management Restricted Stock Award Plan described
in Exhibit 10.27 hereto (Exhibit 10.1 to Quarterly Report
on Form 10-Q of Wachovia Corporation for the quarter ended
September 30, 1993, File 1-9021*).
10.29 Incentive Stock Option Plan of South Carolina National
Corporation, as amended (Exhibit 10(c) to Report on Form
10-K of South Carolina National Corporation for the fiscal
year ended December 31, 1990, File No. 0-7042*).
10.30 Amendment to Incentive Stock Option Plan described in Exhibit
10.29 hereto (Exhibit 10.2 to Quarterly Report on Form 10-Q
of Wachovia Corporation for the quarter ended September 30,
1993, File 1-9021*).
10.31 Deferred Compensation Plan dated as of January 19, 1987, as
amended (Exhibit 10(c) to Report on Form 10-K of South
Carolina National Corporation for the fiscal year ended
December 31, 1986, File No. 0-7042*).
10.32 Amendment to Deferred Compensation Plan described in Exhibit
10.31 hereto (Exhibit 19(b) to Quarterly Report on Form
10-Q of South Carolina National Corporation for the quarter
ended September 30, 1987, File No. 0-7042*).
10.33 Amendment to Deferred Compensation Plan described in Exhibit
10.31 hereto (Exhibit 10(d) to Report on Form 10-K of South
Carolina National Corporation for the fiscal year ended
December 31, 1988, File No. 0-7042*).
10.34 Amendment to Deferred Compensation Plan described in Exhibit
10.31 hereto (Exhibit 10.35 to Report on Form 10-K of
Wachovia Corporation for the fiscal year ended December 31,
1993, File No. 1-9021*).
10.35 Summary and specimen policy of Executive Universal Life
Program (Exhibit 10(d) to Report on Form 10-K of South
Carolina National Corporation for the fiscal year ended
December 31, 1986, File No. 0-7042*).
10.36 Agreement for Deferral of Directors' Fees (Exhibit 10(b) to
S-14 Registration Statement of South Carolina National
Corporation, No. 2-89011*).
10.37 Amendment to Agreement for Deferral of Directors' Fees
described in Exhibit 10.36 hereto (Exhibit 10.39 to Report
on Form 10-K of Wachovia Corporation for the fiscal year
ended December 31, 1991, File No. 1-9021*).
10.38 Form 11-K of the Wachovia Corporation Retirement Savings and
Profit-Sharing Plan, to be filed as an amendment to Form 10-K
for the year ended December 31, 1994.
10.39 Wachovia Corporation Stock Plan (Exhibit 4.1 to S-8
Registration Statement No. 033-53325*).
11 Computation of Earnings Per Share (Note O to 1994
Consolidated Financial Statements of Wachovia Corporation
and Subsidaries, page 62 of 1994 Annual Report to
Shareholders*).
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Item 14. Exhibits (Continued)
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13 Wachovia Corporation 1994 Annual Report to Shareholders, with
the Report of Independent Auditors therein being manually
signed in one copy by Ernst & Young LLP. (Except for those
portions thereof which are expressly incorporated by
reference herein, this report is not "filed" as a part of
this Report on Form 10-K).
21 Subsidiaries of the Registrant (listed under "Subsidiaries of
Wachovia Corporation" and included on page 2 of Report on
Form 10-K for the fiscal year ended December 31, 1994*).
23 Consent of Ernst & Young LLP. (Exhibit 23 to Report on Form
10-K of Wachovia Corporation for the fiscal year ended
December 31, 1994, File No. 1-9021*).
24 Power of Attorney. (Exhibit 24 to Report on Form 10-K of
Wachovia Corporation for the fiscal year ended December 31,
1994, File No. 1-9021*).
27 Financial Data Schedule (for SEC purposes only). (Exhibit 27 to
Report on Form 10-K of Wachovia Corporation for the fiscal
year ended December 31, 1994, File No. 1-9021*).
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* Incorporated by reference.
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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
March 30, 1995
