<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
December 19, 1997
WACHOVIA CORPORATION
--------------------
(Exact Name of Registrant as specified in its charter)
NORTH CAROLINA No. 1-9021 No. 56-1473727
-------------- ---------- --------------
(State or other jurisdiction of (Commission (IRS employer
incorporation) File Number) Identification No.)
100 NORTH MAIN STREET, WINSTON-SALEM, NC 27101
191 PEACHTREE STREET NE, ATLANTA, GA 30303
------------------------------------ -----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
WINSTON-SALEM 336-770-5000
ATLANTA 404-332-5000
Not applicable
--------------
(Registrant's former address of principal executive offices)
<PAGE>
Item 5. Other Events.
- ------- -------------
On December 19, 1997, Wachovia Corporation announced three special charges in
the fourth quarter of 1997. This current report on Form 8-K contains the text
of the Press Release.
Item 7. Financial Statements and Exhibits.
- ------- ----------------------------------
(c) Exhibits.
99.1 Press Release dated December 19, 1997 announcing the Special
Charges.
<PAGE>
Exhibit Index
99.1 Press Release dated December 19, 1997 announcing the Special Charges.
<PAGE>
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.
Date: December 30, 1997
WACHOVIA CORPORATION
By: /s/ Kenneth W. McAllister
---------------------------
Name: Kenneth W. McAllister
Title: Senior Executive Vice President
WACHOVIA
- --------------------------------------------------------------------------------
News Announcement
For Additional Information: Wachovia Corporation
Robert S. McCoy, Jr. Atlanta, GA 30383
Chief Financial Officer, 910-732-5926 Winston-Salem, NC 27150
James C. Mabry, Manager
Investor Relations, 910-732-5788 December 19, 1997
Wachovia Corporation will take three special charges in the fourth quarter
of 1997: $67 million, pretax, for the disposal of personal computer hardware
and software in conjunction with the corporation's plan to adopt a company-
wide distributed technology platform; $232 million, pretax, in previously
announced expenses associated with the integration of Central Fidelity Banks,
Jefferson Bankshares and 1st United Bancorp; and $4 million in pretax losses
from the sale of available-for-sale investment securities. The net impact of
all three charges is expected to be $205 million after-tax or approximately
$1.01 per diluted share.
"Wachovia has long enjoyed the benefits of centralized technology for
mainframe systems and has worked diligently to realize the same efficiencies
for desktop systems and servers," said L. M. Baker, Jr., chief executive
officer. "Advances in technology and movement toward a single industry standard
now make the adoption of common distributed technology a possibility and
Wachovia will capitalize early on this potential. The rollout of common
desktop hardware and software for employees will facilitate better interdepart-
ment and interoffice communication capabilities across our expanding franchise
while eliminating separate maintenance, support and training costs. The move
necessitates the write down and disposal of personal computers and servers
acquired before January 1, 1997." Mr. Baker noted that the impairment of these
assets is unrelated to Year 2000 compliance issues, which the corporation has
been working to address separately since 1995.
The $232 million expense represents merger-related charges and loan loss
provision expenses, with the merger-related charges higher than previously
announced estimates. The merger charges are for severance, retention and
relocation costs; systems and operating charges; business line and branch
integration expenses; and deal costs. The primary reason for the increase over
original estimates is higher severance costs resulting from more employees
electing to receive severance packages than anticipated. Additional pretax
merger expenses of $50 million associated with the integration of Central
Fidelity Banks, Jefferson Bankshares, 1st United Bancorp and Ameribank
Bancshares will be recognized in 1998, largely in the first half of the year.
Sales of available-for-sale investment securities, acquired primarily
in connection with Wachovia's Virginia mergers, will result in losses of $4
million for the quarter. The securities are being sold to restructure the
portfolio for higher yields.
On a core operating basis excluding these nonrecurring charges, Wachovia
will report solid financial results for both the fourth quarter and full year,
Baker indicated. The corporation expects to announce its earnings for the
quarter and year on January 20, 1998.
