As filed with the Securities and Exchange Commission on July 15, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Wachovia Corporation
(Exact name of registrant as specified in its charter)
North Carolina 56-1473727
(State or other (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
100 North Main Street 191 Peachtree Street,
Winston-Salem, North and N.E.
Carolina 27101 Atlanta, Georgia 30303
(336) 770-5000 (404) 332-5000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Kenneth W. McAllister
Wachovia Corporation
100 North Main Street
Winston-Salem, North Carolina 27101
(336) 732-5141
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
_________________________
Copy to:
George R. Krouse, Jr.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/
<PAGE>
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 474,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Maximum Maximum
Class of Offering Aggregate Amount of
Securities to Amount to Price Offering Registration
be Registered be Registered<F1> Per Unit<F2> Price<F2> Fee
Debt Securities
Total . . . . . $2,500,000,000<F3> 100% $2,500,000,000 $392,672<F4>
[FN]
<F1> In U.S. dollars or equivalent thereof in other currencies, including
composite currencies, on the basis of exchange rates on the date an
agreement to issue and sell the applicable Debt Securities is entered
into.
<F2> Estimated solely for the purpose of computing the registration fee.
<F3> Such amount represents the principal amount of any Debt Securities issued
at their principal amount and the issue price rather than the principal
amount of any Debt Securities issued at an original issue discount.
<F4> Determined pursuant to Section 6(b) of the Securities Act. $344,828 was
previously paid in connection with the filing of Registration Statement
No. 333-6319.
Pursuant to Rule 429 under the Securities Act, the Prospectus filed as
part of this Registration Statement also relates to the unsold $1,000,000,000
principal amount of Subordinated Debt Securities registered under a previously
filed Registration Statement on Form S-3 (File No. 333-6319). This Registration
Statement constitutes Post-Effective Amendment No. 2 to Registrant's
Registration Statement on Form S-3 (File No. 333-6319), and such Post-Effective
Amendment No. 2 shall hereafter become effective concurrently with the
effectiveness of this Registration Statement and in accordance with Section
8(c) of the Securities Act of 1933. Upon the effectiveness of such Post-
Effective Amendment No. 2, this Registration Statement and Registration
Statement No. 333-6319 will relate to an aggregate of $2,500,000,000 of Debt
Securities.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
_______________________________________________________________________________
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
_______________________________________________________________________________
SUBJECT TO COMPLETION, DATED JULY 15, 1998
PROSPECTUS
$2,500,000,000
Wachovia Corporation
Debt Securities
_________________________
Wachovia Corporation (the "Corporation") may offer from time to time up to
$2,500,000,000 aggregate principal amount (or its equivalent based on the
applicable exchange rate at the time of offering if denominated in foreign
currencies) of its unsecured debt securities (the "Securities") consisting of
senior debt securities (the "Senior Securities") and/or subordinated debt
securities (the "Subordinated Securities"), each on terms to be determined by
market conditions at the time of sale. As used herein, the Securities shall
include securities denominated in U.S. dollars or, if so specified in the
applicable Prospectus Supplement, in any other currency, including composite
currencies such as the European Currency Unit. The Securities may be sold
directly by the Corporation to the public or through agents designated from
time to time, through underwriting syndicates led by one or more managing
underwriters or through one or more underwriters acting alone.
The specific aggregate principal amount, maturity, rate and time of
payment of interest, if any, purchase price, any terms for redemption or other
special terms relating to the Securities in respect of which this Prospectus is
being delivered ("Offered Securities") are set forth in the accompanying
Prospectus Supplement (the "Prospectus Supplement"), together with the terms of
offering of the Offered Securities.
The Senior Securities, when issued, will be unsecured and will rank on a
parity with all unsecured and unsubordinated indebtedness of the Corporation.
The Subordinated Securities, when issued, will be unsecured and will be
subordinate to Senior Indebtedness of the Corporation and, under certain
circumstances, to Additional Senior Obligations of the Corporation, each as
defined herein. Payment of principal of the Subordinated Securities may be
<PAGE>
accelerated only in the case of the bankruptcy of the Corporation. There is no
right of acceleration in the case of a default in the payment of the principal
of, or any premium or interest on, the Subordinated Securities or in the
performance of any covenant or agreement of the Corporation.
The Securities of a series may be issued in definitive registered form
without coupons ("Registered Securities") or in the form of one or more book-
entry securities in registered form ("Book-Entry Securities").
If any agent of the Corporation, or any underwriter, is involved in the
sale of the Securities offered hereby, the name of such agent or underwriter
and any applicable commissions or discounts are set forth in, or may be
calculated from, the Prospectus Supplement, and the net proceeds to the
Corporation from such sale will be the purchase price of such Securities less
such commissions or discounts and the other attributable issuance and
distribution expenses. See "Plan of Distribution" for possible indemnification
arrangements for agents or underwriters.
_________________________
This Prospectus may not be used to consummate sales of Offered Securities
unless accompanied by a Prospectus Supplement. The Securities will be unsecured
obligations of the Corporation, will not be savings accounts, deposits or other
obligations of any bank or nonbank subsidiary of the Corporation and will not
be insured by the Federal Deposit Insurance Corporation, the Bank Insurance
Fund or any other government agency.
_________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_________________________
The date of this Prospectus is July , 1998.
<PAGE>
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission, at Room 1024, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549, and at the Commission's Regional
Offices in New York (13th Floor, 7 World Trade Center, New York, New York
10048) and Chicago (Suite 1400, 500 West Madison Street, Chicago, Illinois
60661-2511), and copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549, at prescribed rates. In addition, such material can be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005. This Prospectus does not contain all the information set
forth in the Registration Statement on Form S-3 of which this Prospectus is a
part and the exhibits thereto which the Corporation has filed with the
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
and to which reference is hereby made. The Corporation is an electronic filer,
and the Commission maintains a website (located at http:www.sec.gov) that
contains reports, proxy statements and other information regarding registrants
that file electronically.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Corporation hereby incorporates by reference in this Prospectus the
following reports filed with the Commission pursuant to Section 13 of the
Exchange Act: (a) the Corporation's Annual Report on Form 10-K for the year
ended December 31, 1997 and (b) the Corporation's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1998.
All documents filed by the Corporation pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Securities offered hereby shall
be deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Corporation will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the documents incorporated herein by reference (other
than exhibits to such documents which are not specifically incorporated by
reference in such documents). Written requests for such copies should be
directed to Wachovia Corporation, 100 North Main Street, Winston-Salem, North
<PAGE>
Carolina 27101, Attention: General Counsel. Telephone requests may be directed
to (336) 770-5000.
WACHOVIA CORPORATION
Wachovia Corporation (the "Corporation" or "Wachovia"), a North Carolina
corporation, is an interstate bank holding company serving regional, national
and international markets and maintains dual headquarters in Atlanta, Georgia
and Winston-Salem, North Carolina. At March 31, 1998, Wachovia had total
assets of $65.1 billion, deposits of $39.9 billion, and a market capitalization
of $17.5 billion. Based on its consolidated asset size and market
capitalization at March 31, 1998, Wachovia ranked 18 and 16, respectively,
among domestic U.S. bank holding companies. Wachovia is a registered bank
holding company under the Bank Holding Company Act of 1956, as amended, and is
a savings and loan holding company within the meaning of the Home Owner's Loan
Act of 1933, as amended. Wachovia's common stock is traded on the New York
Stock Exchange under the symbol WB.
The Corporation has one principal banking subsidiary, Wachovia Bank,
National Association ("Wachovia Bank"), the assets of which currently
constitute substantially all of the assets of the Corporation. Wachovia Bank
is a national banking association headquartered in Winston-Salem, North
Carolina. As of March 31, 1998, Wachovia Bank had total assets of $63.4
billion and deposits of $40.6 billion.
Wachovia Bank currently offers credit and deposit services and investment
and trust services to consumers primarily located in Georgia, North Carolina,
South Carolina, Virginia and Florida and to corporations located both inside
and outside of the United States. Consumer products and services are provided
through a network of retail branches and ATMs as listed in the following table,
1-800-WACHOVIA On-Call 24 hour telephone banking, automated Phone Access, and
internet-based investing and banking at www.wachovia.com.
<TABLE>
<CAPTION>
As of
March 31, 1998
<S> <C>
Banking offices:
North Carolina 203
Georgia 131
South Carolina 125
Virginia 263
Florida 34
TOTAL 756
Automated banking machines:
North Carolina 437
<PAGE>
Georgia 288
South Carolina 276
Virginia 302
Florida 6
TOTAL 1,309
</TABLE>
The Corporation also has subsidiaries engaged in large corporate and
institutional relationship management and business development, corporate
leasing, remittance processing, insurance and brokerage services. In addition
to its domestic banking offices and international banking offices in London and
the Cayman Islands, the Corporation's subsidiaries have offices in Chicago, New
York, Hong Kong, S o Paulo and Tokyo.
The Corporation's growth strategy includes using acquisitions to gain
access to additional customers in attractive markets and to enhance product and
service capabilities. As such, the Corporation regularly evaluates acquisition
opportunities and conducts due diligence activities in connection with possible
acquisitions. As a result, acquisition discussions and, in some cases,
negotiations may take place and future acquisitions involving cash, debt or
equity securities may occur. Acquisitions typically involve the payment of a
premium over book value and, therefore, some dilution of the Corporation's book
value and net income per share may occur in connection with any future
transactions.
The Corporation's executive offices are located at 100 North Main Street,
Winston-Salem, North Carolina 27101 and 191 Peachtree Street, N.E., Atlanta,
Georgia 30303, and its telephone numbers are (336) 770-5000 and (404) 332-5000,
respectively.
CERTAIN REGULATORY CONSIDERATIONS
General
As a bank holding company, the Corporation is subject to the regulation
and supervision of the Federal Reserve Board. Wachovia Bank, as a national
banking association, is subject to supervision and examination by the Office of
the Comptroller of the Currency (the "Comptroller") and the Federal Deposit
Insurance Corporation (the "FDIC"). In addition, as a savings and loan holding
company, the Corporation is registered with the Office of Thrift Supervision
(the "OTS") and is subject to OTS regulations, supervision and reporting
requirements. The Corporation's subsidiary savings bank, Atlantic Savings Bank,
F.S.B. ("Atlantic"), also is subject to supervision and examination by the OTS.
Wachovia Bank and Atlantic are also subject to various requirements and
restrictions, including requirements to maintain reserves against deposits,
restrictions on the types and amounts of loans that may be granted and the
interest that may be charged thereon, and limitations on the types of
investments that may be made and the types of services that may be offered.
Various consumer laws and regulations also affect the operations of Wachovia
<PAGE>
Bank and Atlantic. In addition to the impact of regulation, commercial banks
and savings banks are affected significantly by the actions of the Federal
Reserve Board as it attempts to control the money supply and credit
availability in order to influence the economy.
The federal banking agencies have broad enforcement powers over depository
institutions, including the power to terminate deposit insurance, to impose
substantial fines and other civil and criminal penalties, and to appoint a
conservator or receiver if any of a number of conditions are met. The federal
banking agencies also have broad enforcement powers over bank holding
companies, including the power to impose substantial fines and other civil and
criminal penalties.
Almost every aspect of the operations and financial condition of Wachovia
Bank is subject to extensive regulation and supervision and to various
requirements and restrictions under federal and state law, including
requirements governing capital adequacy, liquidity, earnings, dividends,
reserves against deposits, management practices, branching, loans, investments
and the provision of services. The activities and operations of the Corporation
also are subject to extensive federal supervision and regulation which, among
other things, limit non-banking activities, impose minimum capital requirements
and require approval to acquire 5% of any class of voting shares or
substantially all of the assets of a bank or other company. In addition to the
impact of regulation, banks and bank holding companies may be significantly
affected by legislation, which can change banking statutes in substantial and
unpredictable ways, and by the actions of the Federal Reserve Board as it
attempts to control the money supply and credit availability in order to
influence the economy.
Payment of Dividends and Other Restrictions
The Corporation is a legal entity separate and distinct from its
subsidiaries, including Wachovia Bank and Atlantic. There are various legal and
regulatory limitations on the extent to which the Corporation's subsidiaries,
including its bank and savings and loan subsidiaries, can finance or otherwise
supply funds to the Corporation.
The principal source of the Corporation's cash revenues is dividends from
its subsidiaries and there are certain legal restrictions under federal and
state law on the payment of dividends by such subsidiaries. The amount of
dividends that may be paid by Wachovia Bank, without regulatory approval, is
limited to the lesser of the amounts calculated under a "recent earnings" test
and an "undivided profits" test. Under the recent earnings test, a dividend
may not be paid if the total of all dividends declared by a bank in any
calendar year is in excess of the current year's net income combined with the
retained net income of the two preceding years, unless the bank obtains the
approval of the Comptroller. Under the "undivided profits" test, a dividend
may not be paid in excess of a bank's "undivided profits". The relevant
regulatory agencies also have authority to prohibit a bank holding company,
which would include the Corporation, or a national banking association from
engaging in what, in the opinion of such regulatory body, constitutes an unsafe
or unsound practice in conducting its business. The payment of dividends could,
depending upon the financial condition of the subsidiary, be deemed to
<PAGE>
constitute such an unsafe or unsound practice. Under applicable law, as a
savings bank, Atlantic must give the OTS 30 days prior notice of any proposed
payment of dividends.
Retained earnings of the Corporation's banking subsidiaries available for
payment of cash dividends under all applicable regulations without obtaining
governmental approval were approximately $156 million as of December 31, 1997.
In addition, Wachovia Bank and its subsidiaries are subject to limitations
under Section 23A of the Federal Reserve Act with respect to extensions of
credit to, investments in, and certain other transactions with, the Corporation
and its other subsidiaries. Furthermore, loans and extensions of credit also
are subject to various collateral requirements.
Capital Adequacy
The federal bank regulatory agencies have adopted minimum risk-based and
leverage capital guidelines for United States banking organizations. The
minimum required risk-based capital ratio of qualifying total capital to risk-
weighted assets (including certain off-balance-sheet items, such as standby
letters of credit) is 8%, of which 4% must consist of Tier 1 capital. As of
March 31, 1998, the Corporation's total risk-based capital ratio was 11.64%,
including 8.87% of Tier 1 capital. The minimum required leverage capital ratio
(Tier 1 capital to average total assets) is 3% for banking organizations that
meet certain specified criteria, including that they have the highest
regulatory rating. A higher leverage ratio may apply under certain
circumstances. As of March 31, 1998, the Corporation's leverage capital ratio
was 8.91%.
Failure to meet capital guidelines can subject a banking organization to a
variety of enforcement remedies, including additional substantial restrictions
on its operations and activities, termination of deposit insurance by the FDIC,
and under certain conditions the appointment of a receiver or conservator.
Federal banking statutes establish five capital categories for depository
institutions ("well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized" and "critically undercapitalized"), and impose
significant restrictions on the operations of an institution that is not at
least adequately capitalized. Under certain circumstances, an institution may
be downgraded to a category lower than that warranted by its capital levels,
and subjected to the supervisory restrictions applicable to institutions in the
lower capital category. A depository institution is generally prohibited from
making capital distributions (including paying dividends) or paying management
fees to a holding company if the institution would thereafter be
undercapitalized. Adequately capitalized institutions may accept brokered
deposits only with a waiver from the FDIC, while undercapitalized institutions
may not accept, renew, or roll over brokered deposits.
An undercapitalized depository institution is also subject to restrictions
in a number of areas, including asset growth, acquisitions, branching, new
lines of business, and borrowing from the Federal Reserve System. In addition,
an undercapitalized depository institution is required to submit a capital
restoration plan. A depository institution's holding company must guarantee the
<PAGE>
capital plan up to an amount equal to the lesser of 5% of the depository
institution's assets at the time it becomes undercapitalized or the amount
needed to restore the capital of the institution to the levels required for the
institution to be classified as adequately capitalized at the time the
institution fails to comply with the plan and any such guarantee would be
entitled to a priority of payment in bankruptcy. A depository institution is
treated as if it is significantly undercapitalized if it fails to submit a
capital plan that (i) is based on realistic assumptions and (ii) is likely to
succeed in restoring the depository institution's capital.
Significantly undercapitalized depository institutions may be subject to a
number of additional significant requirements and restrictions, including
requirements to sell sufficient voting stock to become adequately capitalized,
to replace or improve management, to reduce total assets, to cease acceptance
of correspondent bank deposits, to restrict senior executive compensation and
to limit transactions with affiliates. Critically undercapitalized depository
institutions are further subject to restrictions on paying principal or
interest on subordinated debt, making investments, expanding, acquiring or
selling assets, extending credit for highly-leveraged transactions, paying
excessive compensation, amending their charters or bylaws and making any
material changes in accounting methods. In general, a receiver or conservator
must be appointed for a depository institution within 90 days after the
institution is deemed to be critically undercapitalized.
Support of Subsidiary Banks
Under Federal Reserve Board policy, the Corporation is expected to act as
a source of financial strength to, and to commit resources to support, Wachovia
Bank. This support may be required at times when, absent such Federal Reserve
Board policy, the Corporation may not be inclined to provide it. In the event
of a bank holding company's bankruptcy, any commitment by the bank holding
company to a federal bank regulatory agency to maintain the capital of a
subsidiary bank will be assumed by the bankruptcy trustee and entitled to a
priority of payment.
A depository institution insured by the FDIC can be held liable for any
loss incurred by, or reasonably expected to be incurred by, the FDIC in
connection with the default of a commonly controlled FDIC-insured depository
institution or any assistance provided by the FDIC to any commonly controlled
FDIC-insured depository institution "in danger of default". "Default" is
defined generally as the appointment of a conservator or receiver and "in
danger of default" is defined generally as the existence of certain conditions
indicating that a default is likely to occur in the absence of regulatory
assistance. Liability for the losses of commonly-controlled depository
institutions can lead to the failure of some or all depository institutions in
a holding company structure, if the remaining institutions are unable to pay
the liability assessed by the FDIC. Any obligation or liability owed by a
subsidiary bank to its parent company is subordinate to the subsidiary bank's
cross-guarantee liability for losses of commonly-controlled depository
institutions.
<PAGE>
FDIC Insurance Assessments
Wachovia Bank is subject to FDIC deposit insurance assessments. The FDIC
has authority to raise or lower assessment rates on insured deposits in order
to achieve certain designated reserve ratios in the Bank Insurance Fund ("BIF")
and the Savings Association Insurance Fund ("SAIF") and to impose special
additional assessments. The FDIC applies a risk-based assessment system that
places each financial institution into one of nine risk categories, based on
capital levels and supervisory criteria and an evaluation of the bank's risk to
the BIF or SAIF, as applicable. The current FDIC premium schedule for the SAIF
and the BIF ranges from 0% to 0.27%.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
The following unaudited table presents the consolidated ratio of earnings
to fixed charges of the Corporation for the periods indicated. The consolidated
ratio of earnings to fixed charges has been computed by dividing net income
plus all applicable income taxes plus fixed charges by fixed charges. Fixed
charges represent all interest expense (ratios are presented both including and
excluding interest on deposits), and the portion of net rental expense which is
deemed to be equivalent to interest on long-term debt. Interest expense (other
than on deposits) includes interest on long-term debt, federal funds purchased
and securities sold under agreements to repurchase, mortgages, commercial paper
and other funds borrowed.
<TABLE>
<CAPTION>
Three Months
Ended Year Ended December 31,
March 31,
1998 1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C> <C>
Including interest on deposits 1.49x 1.40x 1.52x 1.50x 1.64x 1.73x
Excluding interest on deposits 2.20x 1.98x 2.22x 2.15x 2.47x 3.38x
</TABLE>
USE OF PROCEEDS
The net proceeds from the sale of the Securities will be used for general
corporate purposes, principally to fund investments in, or extensions of credit
to, the Corporation's banking and nonbanking subsidiaries. The Corporation also
may use such proceeds to allow its subsidiaries to repay borrowings incurred by
such subsidiaries. Except as otherwise described in the Prospectus Supplement,
<PAGE>
specific allocations of the proceeds to such purposes will not have been made
at the date of the Prospectus Supplement, although management of the
Corporation will have determined that funds should be borrowed at that time in
anticipation of future funding or capital requirements of its subsidiaries. The
precise amount and timing of such investments in and extensions of credit to
the subsidiaries will depend upon their funding requirements and the
availability of other funds to the Corporation and its subsidiaries. In
addition to the foregoing, the Corporation also may use a portion of the net
proceeds to fund possible acquisitions if suitable opportunities develop in the
future. Based upon the anticipated future financing requirements of the
Corporation and its subsidiaries, the Corporation expects that it will, from
time to time, engage in additional financings of a character and in amounts to
be determined.
DESCRIPTION OF SECURITIES
General
The following sets forth certain general terms and provisions of the
Securities offered hereby. The particular terms of the Securities offered by
any Prospectus Supplement will be described in the Prospectus Supplement
relating to such Offered Securities (the "Applicable Prospectus Supplement").
The Senior Securities are to be issued under an Indenture dated as of
August 15, 1996 (the "Senior Indenture") between the Corporation and The Chase
Manhattan Bank, as trustee (the "Senior Trustee"). The Subordinated Securities
are to be issued under an Indenture dated as of March 1, 1993 (the
"Subordinated Indenture") between the Corporation and Chase Manhattan Trust
Company, National Association, as successor trustee (the "Subordinated
Trustee"). Copies of the Senior Indenture and the Subordinated Indenture
(collectively, the "Indentures") are included as exhibits to the Registration
Statement of which this Prospectus is a part. The following summaries of
certain provisions of the Securities and the Indentures do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all the provisions of the Indenture applicable to a particular series of
Senior Securities or Subordinated Securities (the "Applicable Indenture"),
including the definitions therein of certain terms. References to the
"Applicable Trustee" refer to the Senior Trustee or the Subordinated Trustee,
as the context indicates. Wherever particular Sections, Articles or defined
terms of the Indentures are referred to, it is intended that such Sections,
Articles or defined terms shall be incorporated herein by reference. Article
and Section references used herein are references to the Applicable Indenture
except where specific reference is made to either the Senior Indenture or the
Subordinated Indenture. Capitalized terms not otherwise defined in this
Prospectus shall have the meanings given to them in the Applicable Indenture.
The Senior Securities will be unsecured and will rank on a parity with all
unsecured and unsubordinated indebtedness of the Corporation. The Senior
Indenture contains covenants prohibiting the Corporation from disposing of, or
permitting the issuance of, capital stock of specified subsidiaries under
certain circumstances. See "Restrictive Covenants Applicable to Senior
Securities". The Subordinated Securities will be unsecured and will be
<PAGE>
subordinated and junior to all Senior Indebtedness and, in certain
circumstances relating to the dissolution, winding-up, liquidation or
reorganization of the Corporation, to all Additional Senior Obligations (each
as defined below under "Subordination of Subordinated Securities"). The
Subordinated Indenture does not contain covenants prohibiting the Corporation
from disposing of voting stock of its subsidiaries, including the stock of any
of its banking subsidiaries. Events of default as to which payment of the
principal of the Subordinated Securities may be accelerated are limited to
events relating to the bankruptcy of the Corporation. See "Subordination of
Subordinated Securities" and "Events of Default; Limited Rights of Acceleration
for Subordinated Securities".
The Indentures do not limit the amount of Securities that may be issued
thereunder and provide that Securities may be issued thereunder from time to
time in one or more series. (Section 301) Neither the Indentures nor the
Securities will limit or otherwise restrict the amount of other indebtedness
which may be incurred by the Corporation or any of its subsidiaries. In
addition, the Indentures and the Securities will not contain any provision that
would require the Corporation to repurchase or redeem or otherwise modify the
terms of the Securities upon a change in control or other events involving the
Corporation that may adversely affect the credit quality of the Corporation.
Because the Corporation is a holding company, its rights and the rights of
its creditors, including the holders of the Securities, to participate in the
assets of any subsidiary upon the liquidation or reorganization of such a
subsidiary will be subject to the prior claims of such subsidiaries' creditors
(including, in the case of a subsidiary bank, its depositors) except to the
extent that the Corporation may itself be a creditor with recognized claims
against the subsidiary. Claims on subsidiaries of the Corporation by creditors
other than the Corporation include claims with respect to long-term debt and
substantial obligations with respect to deposit liabilities, federal funds
purchased, securities sold under repurchase agreements and other short-term
borrowings. See "Wachovia Corporation".
Unless otherwise indicated in the Applicable Prospectus Supplement,
principal of and premium, if any, and interest on the Securities will be
payable at the office or agency of the Senior Trustee maintained for such
purpose in New York, New York for Senior Securities, and at the office or
agency of the Subordinated Trustee in Philadelphia, Pennsylvania for
Subordinated Securities, and at any other office or agency maintained by the
Corporation for such purposes, except that, at the option of the Corporation,
interest may be paid by mailing a check to the address of the person entitled
thereto as it appears on the Security Register. The transfer of Securities
(other than Book-Entry Securities) will be registrable for each series of
Securities at the corporate trust office of the Applicable Trustee. (Sections
301, 305 and 1002) The corporate trust offices of the Senior Trustee and the
Subordinated Trustee are located in New York, New York and Philadelphia,
Pennsylvania, respectively. Interest on the Securities will be payable to the
person in whose name the Securities are registered at the close of business on
the Regular Record Date designated for an Interest Payment Date. (Section 307)
The Securities will be issued only in fully registered form without coupons
and, unless otherwise indicated in the Applicable Prospectus Supplement, in
denominations of $1,000 or integral multiples thereof. (Section 302) No service
<PAGE>
charge will be required for any registration of transfer or exchange of the
Securities, but the Corporation may require payment of a sum sufficient to
cover any tax or other governmental charge imposed in connection therewith
other than certain exchanges not involving any transfer. (Section 305)
The Applicable Prospectus Supplement will describe the following terms of
the Offered Securities: (a) the title of the Offered Securities; (b) whether
the Offered Securities are Senior Securities or Subordinated Securities; (c)
any limit on the aggregate principal amount of the Offered Securities; (d) the
date or dates on which the Offered Securities will mature; (e) the rate or
rates (which may be fixed or variable) per annum at which the Offered
Securities will bear interest, if any, the date or dates from which such
interest, if any, will accrue, the dates on which such interest, if any, will
be payable and the Regular Record Dates for such Interest Payment Dates; (f)
the place or places, if any, in addition to the office or agency of the
Applicable Trustee, where the principal of and premium, if any, and interest on
the Offered Securities will be payable; (g) the period or periods within which,
the price or prices at which and the terms and conditions upon which the
Offered Securities may be redeemed, in whole or in part, at the option of the
Corporation; (h) the obligation, if any, of the Corporation to redeem or
purchase the Offered Securities pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods
within which, the price or prices at which and the terms and conditions upon
which Offered Securities shall be redeemed or purchased, in whole or in part,
pursuant to such obligation; (i) if other than denominations of $1,000 and any
integral multiple thereof, the denominations in which the Offered Securities
will be issuable; (j) the currency or currencies of payment of principal of and
premium, if any, and interest on the Offered Securities if other than the
currency of the United States of America; (k) any index used to determine the
amount of payment of principal of, premium, if any, and interest on the Offered
Securities; (l) if other than the principal amount thereof, the portion of the
principal amount of the Offered Securities which will be payable upon the
declaration of acceleration of the Maturity thereof; (m) the law which will
govern the terms of the Securities; (n) information with respect to book-entry
procedures, if any; and (o) any other terms of the Offered Securities. (Section
301)
Securities may be issued as Original Issue Discount Securities to be
offered and sold at a substantial discount below their stated principal amount.
Federal income tax consequences and other special considerations applicable to
any such Original Issue Discount Securities will be described in the Applicable
Prospectus Supplement. "Original Issue Discount Security" means any security
which provides for an amount less than the principal amount thereof to be due
and payable upon the declaration of acceleration of the Maturity thereof upon
the occurrence of an Event of Default and the continuation thereof. (Section
101)
Book-Entry Securities
The Securities of a series may be issued in the form of one or more
Book-Entry Securities that will be deposited with a Depositary or its nominee
identified in the Applicable Prospectus Supplement. (Section 301) In such a
case, one or more Book-Entry Securities will be issued in a denomination or
<PAGE>
aggregate denominations equal to the portion of the aggregate principal amount
of Outstanding Securities of the series to be represented by such Book-Entry
Security or Securities. Unless and until it is exchanged in whole or in part
for Securities in definitive registered form, a Book-Entry Security may not be
transferred except as a whole by the Depositary for such Book-Entry Security to
a nominee of such Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor of the Depositary or a nominee of such successor.
(Section 305)
The specific terms of the depositary arrangement with respect to any
portion of a series of Securities to be represented by a Book-Entry Security
will be described in the Applicable Prospectus Supplement. The Corporation
anticipates that the following provisions will apply to all depositary
arrangements.
Upon the issuance of a Book-Entry Security, the Depositary for such
Book-Entry Security or its nominee will credit, on its book-entry registration
and transfer system, the respective principal amounts of the Securities
represented by such Book-Entry Security to the accounts of persons that have
accounts with such Depositary ("participants"). Such accounts shall be
designated by the underwriters or agents with respect to such Securities or by
the Corporation if such Securities are offered and sold directly by the
Corporation. Participants include securities brokers and dealers, banks and
trust companies, clearing corporations and certain other organizations. Access
to the Depositary's system is also available to others, such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly ("indirect
participants"). Persons who are not participants may beneficially own
Book-Entry Securities held by the Depositary only through participants or
indirect participants.
Ownership of beneficial interests in any Book-Entry Security will be shown
on, and the transfer of that ownership will be effected only through, records
maintained by the Depositary or its nominee (with respect to interests of
participants) for such Book-Entry Security and on the records of participants
(with respect to interests of indirect participants). The laws of some states
require that certain purchasers of securities take physical delivery of such
securities in definitive form. Such laws, as well as the limits on
participation in the Depositary's book-entry system, may impair the ability to
transfer beneficial interests in a Book-Entry Security.
So long as the Depositary or its nominee is the registered owner of a
Book-Entry Security, such Depositary or such nominee will be considered the
sole owner or holder of the Securities represented by such Book-Entry Security
for all purposes under the Applicable Indenture. Except as provided below,
owners of beneficial interests in Securities represented by Book-Entry
Securities will not be entitled to have Securities of the series represented by
such Book-Entry Security registered in their names, will not receive or be
entitled to receive physical delivery of such Securities in definitive form,
and will not be considered the owners or holders thereof under the Applicable
Indenture.
<PAGE>
Payments of principal of and any premium and interest on Securities
registered in the name of the Depositary or its nominee will be made to the
Depositary or its nominee, as the case may be, as the registered owner of the
Book-Entry Security representing such Securities. The Corporation expects that
the Depositary for a series of Securities or its nominee, upon receipt of any
payment of principal, premium or interest, will credit immediately
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of the Book-Entry
Security for such Securities, as shown on the records of such Depositary or its
nominee. The Corporation also expects that payments by participants and
indirect participants to owners of beneficial interests in such Book-Entry
Security held through such persons will be governed by standing instructions
and customary practices, as is now the case with securities registered in
"street name," and will be the responsibility of such participants and indirect
participants. Neither the Corporation, the Applicable Trustee, any
Authenticating Agent, any Paying Agent nor the Security Registrar for such
Securities will have any responsibility or liability for any aspect of the
records relating to, or payments made on account of, beneficial ownership
interests in the Book-Entry Security for such Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests. (Section 311)
If the Depositary for Securities of a series notifies the Corporation that
it is unwilling or unable to continue as Depositary or if at any time the
Depositary ceases to be a clearing agency registered under the Exchange Act,
the Corporation has agreed to appoint a successor depositary. If such a
successor is not appointed by the Corporation within 90 days, the Corporation
will issue Securities of such series in definitive registered form in exchange
for the Book-Entry Security representing such series of Securities. In
addition, the Corporation may at any time and in its sole discretion determine
that the Securities of any series issued in the form of one or more Book-Entry
Securities shall no longer be represented by such Book-Entry Security or
Securities and, in such event, will issue Securities of such series in
definitive registered form in exchange for such Book-Entry Security or
Securities representing such series of Securities. Further, if the Corporation
so specifies with respect to the Securities of a series, or if an Event of
Default, or an event which with notice, lapse of time or both would be an Event
of Default with respect to the Securities of such series has occurred and is
continuing, an owner of a beneficial interest in a Book-Entry Security
representing Securities of such series may receive Securities of such series in
definitive registered form. In any such instance, an owner of a beneficial
interest in a Book-Entry Security will be entitled to physical delivery in
definitive registered form of Securities of the series represented by such
Book-Entry Security equal in principal amount to such beneficial interest and
to have such Securities registered in its name. (Section 305) Securities so
issued in definitive form will be issued in denominations of $1,000 and
integral multiples thereof and will be issued in registered form only, without
coupons.
<PAGE>
Restrictive Covenants Applicable to Senior Securities
The Senior Indenture contains a covenant that the Corporation will not,
directly or indirectly, (a) sell or permit to be issued any shares of capital
stock of a Principal Subsidiary Bank (other than directors' qualifying shares)
or any shares of capital stock of a Principal Subsidiary or any securities
convertible into or rights to subscribe to such capital stock, unless, after
giving effect to such transaction and to shares issuable upon conversion or
exercise of rights into such capital stock, at least 80% of the outstanding
shares of capital stock of each class of such Principal Subsidiary or Principal
Subsidiary Bank shall be owned at the time, directly or indirectly, by the
Corporation or (b) pay any dividend or make any other distribution in capital
stock of a Principal Subsidiary Bank or of any Principal Subsidiary, unless the
Principal Subsidiary Bank or Principal Subsidiary to which the transaction
relates, having obtained any necessary regulatory approvals, unconditionally
guarantees payment of the principal of and any premium and interest on the
Senior Securities. (Section 1005 of the Senior Indenture) The term "Principal
Subsidiary" or "Principal Subsidiary Bank" is defined to mean any Subsidiary or
Subsidiary Bank, the consolidated assets of which constitute 10% or more of the
assets of the Corporation and, in the case of a Principal Subsidiary, owns
shares of a Principal Subsidiary Bank. (Section 101) At the date of this
Prospectus, the Subsidiary Bank which was the Principal Subsidiary Bank was
Wachovia Bank. There is no restriction in the Senior Indenture on the ability
of a Principal Subsidiary Bank to sell assets.
The Senior Indenture also prohibits the Corporation from creating,
assuming, incurring or suffering to exist any mortgage, pledge, encumbrance or
lien or charge of any kind upon the capital stock of a Principal Subsidiary
Bank (other than directors' qualifying shares) or the capital stock of a
Principal Subsidiary, except that the following liens are permitted: (i) liens
for taxes that are not due, are payable without penalty or are being contested
in good faith by appropriate proceedings, and (ii) liens resulting from any
judgment that has not remained undischarged or unstayed for more than 60 days.
(Section 1006 of the Senior Indenture)
Subordination of Subordinated Securities
The obligations of the Corporation to make any payment on account of the
principal of and premium, if any, and interest on the Subordinated Securities
will be subordinate and junior in right of payment to all Senior Indebtedness
of the Corporation and, in certain circumstances relating to the dissolution,
winding-up, liquidation of or reorganization of the Corporation, to all
Additional Senior Obligations. (Article Thirteen of the Subordinated Indenture)
"Senior Indebtedness" is defined in the Subordinated Indenture to mean (a)
all indebtedness of the Corporation for money borrowed, whether now outstanding
or subsequently created, assumed or incurred, other than (i) the Subordinated
Securities, (ii) the 7% Subordinated Notes due 1999 of the Corporation in the
aggregate principal amount of $300 million (the "7% Subordinated Notes"), (iii)
any obligation Ranking on a Parity with the Subordinated Securities (which
includes the 6 3/8% Subordinated Notes due 2003 of the Corporation in the
aggregate principal amount of $250 million and the 6 3/8% Subordinated Notes
due 2009 of the Corporation in the aggregate principal amount of $250 million
<PAGE>
(collectively, the "6 3/8% Subordinated Notes"), the 6.80% Subordinated Notes
due 2005 of the Corporation in the aggregate principal amount of $250 million
(the "6.80% Subordinated Notes") and the 6.605% Subordinated Notes due October
1, 2025 of the Corporation in the aggregate principal amount of $250 million,
the holders of which may elect to have all or a portion thereof redeemed on
October 1, 2005 (the "6.605% Subordinated Notes")), or (iv) any obligation
Ranking Junior to the Subordinated Securities and (b) any deferrals, renewals
or extensions of any such Senior Indebtedness. The term "indebtedness of the
Corporation for money borrowed" shall mean any obligation of, or any obligation
guaranteed by, the Corporation for repayment of borrowed money, whether or not
evidenced by bonds, debentures, notes or other written instruments, and any
deferred obligations for payment of the purchase price of property or assets
acquired other than in the ordinary course of business. "Additional Senior
Obligations" is defined in the Subordinated Indenture to mean all indebtedness
of the Corporation, whether now outstanding or subsequently created, assumed or
incurred, for claims in respect of derivative products such as interest and
foreign exchange rate contracts, commodity contracts and similar arrangements;
provided, however, that Additional Senior Obligations do not include (a) any
claims in respect of Senior Indebtedness, or (b) any obligations (i) Ranking
Junior to the Subordinated Securities, or (ii) Ranking on a Parity with the
Subordinated Securities. For purposes of this definition, "claim" shall have
the meaning assigned thereto in Section 101(4) of the United States Bankruptcy
Code of 1978. The Subordinated Indenture does not limit or prohibit the
incurrence of Senior Indebtedness or Additional Senior Obligations.
The term "Ranking Junior to the Subordinated Securities" is defined in the
Subordinated Indenture to mean any obligation of the Corporation which (a)
ranks junior to and not equally with or prior to the Subordinated Securities in
right of payment upon the happening of any insolvency, receivership,
conservatorship, reorganization, readjustment of debt, marshalling of assets
and liabilities or similar proceedings or any liquidation or winding-up of or
relating to the Corporation as a whole, whether voluntary or involuntary, and
(b) is specifically designated as ranking junior to the Subordinated Securities
by express provisions in the instrument creating or evidencing such obligation.
The term "Ranking on a Parity with the Subordinated Securities" is defined
in the Subordinated Indenture to mean any obligation of the Corporation which
(a) ranks equally with and not prior to the Subordinated Securities in right of
payment upon the happening of any insolvency, receivership, conservatorship,
reorganization, readjustment of debt, marshalling of assets and liabilities or
similar proceedings or any liquidation or winding-up of or relating to the
Corporation as a whole, whether voluntary or involuntary, and (b) is
specifically designated as ranking on a parity with the Subordinated Securities
by express provision in the instrument creating or evidencing such obligation.
(Section 101 of the Subordinated Indenture)
The Subordinated Securities will be subordinate in right of payment to all
Senior Indebtedness, as provided in the Subordinated Indenture. No payment on
account of the principal of and premium, if any, or interest in respect of the
Subordinated Securities may be made if there shall have occurred and be
continuing a default in payment with respect to Senior Indebtedness or an event
of default with respect to any Senior Indebtedness resulting in the
<PAGE>
acceleration of the maturity thereof. Upon any payment or distribution of
assets to creditors upon any insolvency, receivership, conservatorship,
reorganization, readjustment of debt, marshalling of assets and liabilities or
similar proceedings or any liquidation or winding-up of or relating to the
Corporation as a whole, whether voluntary or involuntary, (a) the holders of
all Senior Indebtedness will first be entitled to receive payment in full
before the Holders of the Subordinated Securities will be entitled to receive
any payment in respect of the principal of and premium, if any, or interest on
the Subordinated Securities, and (b) if after giving effect to the operation of
clause (a) above, (i) any amount of cash, property or securities remains
available for payment or distribution in respect of the Subordinated Securities
("Excess Proceeds"), and (ii) creditors in respect of Additional Senior
Obligations have not received payment in full of amounts due or to become due
thereon or payment of such amounts has not been duly provided for, then such
Excess Proceeds shall first be applied to pay or provide for the payment in
full of all such Additional Senior Obligations before any payment may be made
on the Subordinated Securities. If the Holders of Subordinated Securities
receive payment and are aware at the time of receiving payment that all Senior
Indebtedness and Additional Senior Obligations have not been paid in full, then
such payment shall be held in trust for the benefit of the holders of Senior
Indebtedness and/or Additional Senior Obligations, as the case may be. (Section
1301 of the Subordinated Indenture) By reason of such subordination, in the
event of insolvency, Holders of the Subordinated Securities may recover less,
ratably, than holders of Senior Indebtedness and holders of Additional Senior
Obligations.
Neither the Subordinated Securities (and the 6 3/8% Subordinated Notes,
the 6.80% Subordinated Notes and the 6.605% Subordinated Notes, which Rank on a
Parity with the Subordinated Securities) nor the 7% Subordinated Notes are by
their terms subordinate or senior to the other. However, the 7% Subordinated
Notes by their terms are subordinated to Senior Indebtedness and Additional
Senior Obligations and to all other obligations of the Corporation to its
creditors (subject to certain exceptions specified in the indenture pursuant to
which the 7% Subordinated Notes are outstanding). As a result of the
differences between the subordination provisions applicable to the Subordinated
Securities and the 6 3/8% Subordinated Notes, the 6.80% Subordinated Notes and
the 6.605% Subordinated Notes, and those applicable to the 7% Subordinated
Notes, in the event of any insolvency, receivership, conservatorship,
reorganization, readjustment of debt, marshalling of assets and liabilities or
similar proceedings or any liquidation or winding up of or relating to the
Corporation, the holders of the Subordinated Securities and the 6 3/8%
Subordinated Notes, the 6.80% Subordinated Notes and the 6.605% Subordinated
Notes, may receive more, ratably, than the holders of the 7% Subordinated
Notes.
Events of Default; Limited Rights of Acceleration for Subordinated Securities
The Indentures (each with respect to any series of Securities) define an
"Event of Default" as any one of the following events (whatever the reason and
whether it be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body or, with respect to the
<PAGE>
Subordinated Securities, whether it be occasioned by the subordination
provisions of the Subordinated Indenture): (a) failure to pay any interest on
any Security of that series when due and payable, continued for 30 days (in the
case of Subordinated Securities, whether or not such payment is prohibited by
the subordination provisions of the Subordinated Indenture); (b) failure to pay
principal of or any premium on any Security of that series when due; (c)
failure to deposit any sinking fund payment, when due, in respect of any
Security of that series (in the case of Subordinated Securities, whether or not
such payment is prohibited by the subordination provisions of the Subordinated
Indenture); (d) failure to perform any other covenants or warranties of the
Corporation in the Applicable Indenture (other than a covenant included in the
Applicable Indenture solely for the benefit of a series of Securities
thereunder other than that series) continued for 60 days after written notice
as provided in the Applicable Indenture; (e) the entry of a decree or order for
relief in respect of the Corporation by a court having jurisdiction in the
premises in an involuntary case under Federal or state bankruptcy laws and the
continuance of any such decree or order unstayed and in effect for a period of
60 consecutive days; (f) the commencement by the Corporation of a voluntary
case under Federal or state bankruptcy laws or the consent by the Corporation
to the entry of a decree or order for relief in an involuntary case under any
such law; (g) with respect to Senior Securities only, unless otherwise provided
in the Applicable Prospectus Supplement, failure to pay when due or
acceleration of Securities or any other indebtedness for borrowed money, in an
aggregate principal amount exceeding $50,000,000, of the Corporation, a
Principal Subsidiary or a Principal Subsidiary Bank under the terms of the
instrument or instruments under which such indebtedness is issued or secured,
unless such acceleration is annulled, or such indebtedness is discharged, or
there is deposited in trust a sum of money sufficient to discharge such
indebtedness, within 10 days after written notice as provided in the Senior
Indenture; and (h) any other Event of Default provided with respect to
Securities of that series. (Section 501)
Acceleration of Senior Securities. If an Event of Default with respect to
the Senior Securities of any series at the time Outstanding occurs and is
continuing, either the Senior Trustee or the Holders of at least 25% in
aggregate principal amount of the Outstanding Senior Securities of that series
may declare the principal amount (or, if the Senior Securities of that series
are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms thereof) of all the Senior Securities of that
series to be due and payable immediately. At any time after a declaration of
acceleration with respect to Senior Securities of any series has been made, but
before a judgment or decree based on acceleration has been obtained, the
Holders of a majority in aggregate principal amount of Outstanding Senior
Securities of that series may, under certain circumstances, rescind and annul
such acceleration. (Section 502 of the Senior Indenture)
Acceleration of Subordinated Securities. Unless specifically stated in the
Applicable Prospectus Supplement for a particular series of Subordinated
Securities, the payment of the principal of the Subordinated Securities may be
accelerated only upon the occurrence of an Event of Default described in clause
(e) or clause (f) of the first paragraph of this section (a "Bankruptcy Event
of Default") and there is no right of acceleration of the payment of principal
of the Subordinated Securities of such series upon a default in the payment of
<PAGE>
principal, premium, if any, or interest, if any, or in the performance of any
covenant or agreement in the Subordinated Securities or Subordinated Indenture.
If a Bankruptcy Event of Default with respect to the Subordinated
Securities of any series at the time Outstanding occurs and is continuing,
either the Subordinated Trustee or the Holders of at least 25% in aggregate
principal amount of the Outstanding Subordinated Securities of that series may
declare the principal amount (or, if the Subordinated Securities of that series
are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms thereof) of all the Subordinated Securities of
that series to be due and payable immediately. At any time after a declaration
of acceleration with respect to Subordinated Securities of any series has been
made, but before a judgment or decree based on acceleration has been obtained,
the Holders of a majority in aggregate principal amount of Outstanding
Subordinated Securities of that series may, under certain circumstances,
rescind and annul such acceleration. (Section 502 of the Subordinated
Indenture)
General. In the event of a default in the payment of principal, premium,
if any, or interest, if any, or the performance of any covenant or agreement in
the Securities or the Indentures, the Applicable Trustee, subject to certain
limitations and conditions, may institute judicial proceedings to enforce
payment of such principal, premium, if any, or interest, if any, or to obtain
the performance of such covenant or agreement or any other proper remedy.
(Section 503) Under certain circumstances, the Applicable Trustee may withhold
notice to the Holders of the Securities in a default if the Applicable Trustee
in good faith determines that the withholding of such notice is in the best
interest of such Holders, and the Applicable Trustee shall withhold such notice
for certain defaults for a period of 30 days. (Section 602) Reference is made
to the Prospectus Supplement relating to any series of Offered Securities that
are Original Issue Discount Securities for the particular provisions relating
to acceleration of the Stated Maturity of a portion of the principal amount of
such series of Original Issue Discount Securities upon the occurrence of an
Event of Default and the continuation thereof.
The Indentures provide that, subject to the duty of the Applicable Trustee
during default to act with the required standard of care, the Applicable
Trustee will be under no obligation to exercise any of its rights or powers
under the Applicable Indenture at the request or direction of any of the
Holders, unless such Holders shall have offered to the Applicable Trustee
reasonable security or indemnity. (Section 603) Subject to such provisions for
the indemnification of the Applicable Trustee and to certain other conditions,
the Holders of a majority in aggregate principal amount of the Outstanding
Securities of any series will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Applicable
Trustee, or exercising any trust or power conferred on the Applicable Trustee,
with respect to the Securities of that series. (Section 512)
No Holder of any series of Securities will have any right to institute any
proceeding with respect to the Applicable Indenture, or for the appointment of
a receiver or trustee or for any remedy thereunder, unless such Holder shall
have previously given to the Applicable Trustee written notice of a continuing
Event of Default and unless the Holders of at least 25% in aggregate principal
<PAGE>
amount of the Outstanding Securities of that series shall have made written
request, and offered reasonable indemnity, to the Applicable Trustee to
institute such proceeding as trustee, and such Trustee shall not have received
from the Holders of a majority in aggregate principal amount of the Outstanding
Securities of that series a direction inconsistent with such request and shall
have failed to institute such proceeding within 60 days. (Section 507) However,
such limitations do not apply to a suit instituted by a Holder of a Security
for enforcement of payment of the principal of and premium, if any, or interest
on such Security on or after the respective due dates expressed in such
Security. (Section 508)
The Corporation is required to furnish to each Trustee annually a
statement as to the performance by the Corporation of certain of its
obligations under the Applicable Indenture and as to any default in such
performance. (Section 1007 of the Senior Indenture; Section 1005 of the
Subordinated Indenture)
Modification and Waiver
Modification and amendment of the Indentures may be made by the
Corporation and the Applicable Trustee with the consent of the Holders of not
less than a 66 2/3% in aggregate principal amount of the Outstanding Securities
of each series issued under the Applicable Indenture and affected by the
modification or amendment; provided, however, that no such modification or
amendment may, without the consent of the Holders of each Outstanding Security
of the series affected thereby (a) change the Stated Maturity of the principal
of, or any installment of principal of or interest on, any Security of such
series; (b) reduce the principal amount of or premium, if any, or interest on,
any Security of any series (including in the case of an Original Issue Discount
Security the amount payable upon acceleration of the maturity thereof); (c)
change the place or currency of payment of principal of or the premium, if any,
or interest on any Security of such series; (d) impair the right to institute
suit for the enforcement of any payment on any Security of such series on or
after the Stated Maturity thereof (or, in the case of redemption, on or after
the Redemption Date); (e) in the case of the Subordinated Securities, modify
the subordination provisions in a manner adverse to the Holders of the
Subordinated Securities of such series; or (f) reduce the percentage in
principal amount of Outstanding Securities of any series, the consent of whose
Holders is required for modification or amendment of the Applicable Indenture
or for waiver of compliance with certain provisions of the Applicable Indenture
or for waiver of certain defaults. (Section 902)
The Holders of at least a 66 2/3% in aggregate principal amount of the
Outstanding Securities of any series may, on behalf of all Holders of that
series of Securities, waive compliance by the Corporation with certain
restrictive provisions of the Applicable Indenture. (Section 1008 of the Senior
Indenture; Section 1006 of the Subordinated Indenture) The Holders of a
majority in aggregate principal amount of the Outstanding Securities of any
series may, on behalf of all Holders of that series of Securities, waive any
past default under the Applicable Indenture, except a default in the payment of
principal, premium, if any, or interest and in respect of certain covenants.
(Section 513)
<PAGE>
Consolidation, Merger and Sale of Assets
Under the Indentures, the Corporation may not consolidate with or merge
into any other corporation or sell, convey, exchange, transfer or lease its
properties and assets substantially as an entirety to any Person, unless (a)
any successor or purchaser is a corporation organized under the laws of any
domestic jurisdiction; (b) any such successor or purchaser expressly assumes
the Corporation's obligations on such Securities and under the Indentures; (c)
immediately after giving effect to such transaction, no Event of Default, and
no event which, after notice or lapse of time or both, would become an Event of
Default, shall have occurred and be continuing; and (d) certain other
conditions are met. (Section 801)
Assumption by Subsidiary
A Subsidiary may assume the Corporation's obligations under the Senior
Indenture or the Subordinated Indenture (including the Corporation's obligation
to pay principal of and premium, if any, and interest on the Securities, but
excluding the Corporation's obligation to comply with certain covenants)
provided that (a) such Subsidiary expressly assumes the Corporation's
obligations under the Applicable Indenture; (b) the Corporation guarantees such
Subsidiary's obligations; (c) such Subsidiary agrees to indemnify each Holder
against certain taxes and expenses relating to, or incurred directly in
connection with, such assumption; (d) immediately after giving effect to the
assumption, no Event of Default, and no event which, after notice or lapse of
time, or both, would become an Event of Default, shall have occurred and be
continuing; (e) certain Opinions of Counsel and Officers' Certificates are
delivered to the Applicable Trustee; and (f) certain other obligations are met.
(Section 803)
Trustees
The Senior Trustee. The Chase Manhattan Bank is the Senior Trustee under
the Senior Indenture. The Chase Manhattan Bank maintains a deposit account and
conducts other banking transactions with the Corporation and its subsidiaries
in the ordinary course of business and serves as trustee with respect to the
6.625% Senior Notes due November 15, 2006 of the Corporation in the aggregate
principal amount of $200 million, which are outstanding pursuant to the Senior
Indenture. The Senior Indenture provides for the indemnification of the Senior
Trustee by the Corporation under certain circumstances.
The Subordinated Trustee. Chase Manhattan Trust Company, National
Association, is the Subordinated Trustee under the Subordinated Indenture.
Chase Manhattan Trust Company maintains a deposit account and conducts other
banking transactions with the Corporation and its subsidiaries in the ordinary
course of business, serves as trustee under the indenture pursuant to which the
7% Subordinated Notes are outstanding and serves as trustee with respect to the
6 3/8% Subordinated Notes, the 6.80% Subordinated Notes and the 6.605%
Subordinated Notes, which are outstanding pursuant to the Subordinated
Indenture. The Subordinated Indenture provides for the indemnification of the
Subordinated Trustee by the Corporation under certain circumstances.
<PAGE>
PLAN OF DISTRIBUTION
The Corporation may offer and sell Securities to or through underwriters,
acting as principals for their own accounts or as agents, and also may offer
and sell Securities directly to other purchasers. Any underwriters or agents in
connection with Offered Securities will be named in the related Prospectus
Supplement and any underwriting compensation paid to such underwriters or
agents will be set forth therein. Such underwriters may include a single firm
or may be a group of underwriters represented by such firm. Unless otherwise
indicated in the Prospectus Supplement, any underwriters will be required to
purchase all of the Offered Securities if any are purchased.
The distribution of Securities may be effected from time to time in one or
more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of Securities, underwriters may receive
compensation from the Corporation and from purchasers of Securities for whom
they may act as agents, in the form of discounts, concessions or commissions.
Underwriters, dealers and agents that participate in the distribution of
Securities may be deemed to be underwriters and any discounts or commissions
received by them and any profit on the resale of Securities by them may be
deemed to be underwriting discounts and commissions under the Securities Act.
Under agreements which may be entered into with the Corporation,
underwriters, dealers and agents who participate in the distribution of the
Offered Securities may be entitled to indemnification by the Corporation
against certain liabilities, including liabilities under the Securities Act, or
contribution with respect to payments which the underwriters, dealers or agents
may be required to make in respect thereof. Underwriters. dealers and agents
may be customers of, engage in transactions with, or perform services for the
Corporation and its subsidiaries in the ordinary course of business.
If so indicated in the Prospectus Supplement, the Corporation will
authorize dealers or other persons acting as the Corporation's agents to
solicit offers by certain institutions to purchase Offered Securities from the
Corporation pursuant to delayed delivery contracts ("Contracts") providing for
payment and delivery on a future date or dates stated in the Prospectus
Supplement. Each Contract will be for an amount not less than, and the
aggregate amount of Offered Securities sold pursuant to Contracts shall not be
less than nor more than, the respective amounts stated in the Prospectus
Supplement. Institutions with which Contracts may be made include commercial
and savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by the Corporation. The obligations of any
purchaser under any Contract will not be subject to any conditions except that
(a) the purchase of the Offered Securities shall not at the time of delivery be
prohibited under the laws of any jurisdiction to which such purchaser is
subject, and (b) if the Offered Securities are also being sold to underwriters,
the Corporation will have sold to such underwriters the Offered Securities not
sold for delayed delivery. The dealers and such other persons acting as agents
<PAGE>
of the Corporation will not have any responsibility in respect of the validity
or performance of Contracts.
EXPERTS
The consolidated financial statements of Wachovia Corporation at December
31, 1997 and 1996, and for each of the three years in the period ended December
31, 1997, appearing in this Prospectus and Registration Statement have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon and incorporated by reference elsewhere herein, which are based
in part on the reports of KPMG Peat Marwick LLP, independent auditors. The
financial statements referred to above are incorporated herein by reference in
reliance upon such reports given upon the authority of such firms as experts in
accounting and auditing.
The financial statements of Central Fidelity Bank at December 31, 1997 and
1996, and for each of the three years in the period ended December 31, 1997,
incorporated by reference in this Prospectus and Registration Statement have
been audited by KPMG Peat Marwick LLP, independent certified public
accountants, to the extent indicated in their report thereon. Such financial
statements have been included herein in reliance upon the report of KPMG Peat
Marwick LLP as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Offered Securities will be passed upon for the
Corporation by Kenneth W. McAllister, General Counsel of the Corporation, and
for any underwriters or agents by Simpson Thacher & Bartlett, New York, New
York. As to matters of New York law, Mr. McAllister will rely on the opinion
of Simpson Thacher & Bartlett. From time to time, Simpson Thacher & Bartlett
may provide legal services to the Corporation and its subsidiaries.
<PAGE>
No dealer, salesperson or other
individual has been authorized to give
any information or to make any
representations other than those
contained or incorporated by reference
in this Prospectus in connection with
the offer made by this Prospectus and, $2,500,000,000
if given or made, such information or Wachovia Corporation
representations must not be relied
upon as having been authorized by the
Corporation. Neither the delivery of
this Prospectus nor any sale made
hereunder shall under any circumstance Debt Securities
create an implication that there has
been no change in the affairs of the
Corporation since the date hereof.
This Prospectus does not constitute an
offer or solicitation by anyone in any
state in which such offer or
solicitation is not authorized or in
which the person making such offer or
solicitation is not qualified to do so
or to anyone to whom it is unlawful to
make such offer or solicitation. _________________________
_________________________
PROSPECTUS
_________________________
TABLE OF CONTENTS
Page
Available Information . . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . . 2
Wachovia Corporation . . . . . . . 2
Certain Regulatory Considerations . 3
Consolidated Ratio of Earnings to
Fixed Charges . . . . . . . . . 6
Use of Proceeds . . . . . . . . . 6
Description of Securities . . . . . 6
Plan of Distribution . . . . . . . 13
Experts . . . . . . . . . . . . . . 14
Legal Matters . . . . . . . . . . . 14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Estimated expenses in connection with the issuance and distribution of
the Securities being registered, other than underwriting compensation, are as
follows:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission registration
fee . . . . . . . . . . . . . . . . . . . . . . . $392,672
Blue Sky fees and expenses . . . . . . . . . . . $ 2,500
Accounting services . . . . . . . . . . . . . . . $ 20,000
Printing and engraving . . . . . . . . . . . . . $ 20,000
Fees of indenture trustees. . . . . . . . . . . . $ 40,000
Rating agency fees . . . . . . . . . . . . . . . $ 15,000
Miscellaneous . . . . . . . . . . . . . . . . . . $ 9,828
Total . . . . . . . . . . . . . . . . . . . . . . $500,000
</TABLE>
Item 15. Indemnification of Officers and Directors.
As permitted by the North Carolina Business Corporation Act (the
"NCBCA"), the Corporation's Articles of Incorporation provide that no
director of the Corporation will be held personally liable for monetary
damages for such director's breach of duty as a director. This limitation of
liability does not relieve directors from liability for (i) acts or omissions
that the director at the time of such breach knew or believed were clearly in
conflict with the best interests of the Corporation, (ii) any liability under
Section 55-8-33 of the NCBCA for unlawful distributions or other acts for
which the director is personally liable to the Corporation, (iii) any
transaction from which the director is adjudged to have derived an improper
personal benefit, or (iv) acts or omissions occurring prior to the date the
provision in the Articles of Incorporation became effective.
Pursuant to the NCBCA, Sections 55-8-50, et seq., as amended, a director
may be indemnified against liability and litigation expense, including
reasonable attorneys' fees, arising out of his status as such or his
activities in such capacity, provided, however, that such person (i)
conducted himself in good faith; (ii) reasonably believed (x) in the case of
conduct in his official capacity with the Corporation, that his conduct was
in its best interests, and (y) in all other cases that his conduct was at
least not opposed to its best interests; and (iii) in the case of any
criminal proceeding, had no reason to believe his conduct was unlawful.
Mandatory indemnification is available under the NCBCA for a director
who is wholly successful, on the merits or otherwise, in the defense of any
proceeding to which he was a party because he is or was a director of the
Corporation, against reasonable expenses incurred by him in connection with
the proceeding.
A corporation may not indemnify under the NCBCA in connection with any
proceeding by or in the right of a corporation in which the director was
adjudged liable to the corporation, or with any other proceeding charging
II-1
<PAGE>
improper personal benefit to him, whether or not in connection with his
official capacity, in which he was adjudged liable on the basis that personal
benefit was improperly received by him. Where a proceeding is by or in the
right of a corporation, indemnification of a director is limited to
reasonable expenses if the proceeding is concluded without a final
adjudication on the issue of liability.
The NCBCA provides for an advance for expenses incurred by a director in
defending a proceeding. The expenses may be paid by a corporation in advance
of the final disposition of such proceeding as authorized by the board of
directors in specific cases or as authorized or required under any provision
in the articles of incorporation or bylaws or by any applicable resolution or
contract upon receipt of an undertaking by or on behalf of the director to
repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the corporation against such expenses.
Item 16. Exhibits.
See Exhibit Index.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or provided
to the Securities and Exchange Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
II-2
<PAGE>
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed
as part of the Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall
be deemed to be part of the Registration Statement as of the time it was
declared effective.
(2) For purposes of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described
under Item 15 above, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Winston-Salem, State of North
Carolina, on July 15, 1998.
WACHOVIA CORPORATION
By: /s/ L. M. Baker, Jr.
L. M. Baker, Jr.
Chairman, President and Chief Executive Officer
The undersigned Directors and Officers of Wachovia Corporation hereby
appoint Kenneth W. McAllister and Alice Washington Grogan, and each of them,
as attorneys-in-fact for the undersigned, with full power of substitution and
resubstitution, for, and in the name, place and stead of the undersigned, to
sign and file with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, any and all amendments (including
post-effective amendments) and exhibits to this Registration Statement and
any and all applications and other documents to be filed with the Securities
and Exchange Commission pertaining to the registration of the securities
covered hereby, with full power and authority to do and perform each and
every act and thing requisite and necessary or desirable, hereby ratifying
and confirming all that said attorneys-in-fact, or either of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on
behalf of the registrant and in the capacities indicated, on July 15, 1998.
Signature Capacity
Chairman, President, Chief
/s/ L. M. Baker, Jr. Executive Officer and
L. M. Baker, Jr. Director (Principal
Executive Officer)
Chairman Emeritus
/s/ John G. Medlin, Jr.
John G. Medlin, Jr.
Director
/s/ James S. Balloun
James S. Balloun
Director
/s/ James F. Betts
James F. Betts
II-4
<PAGE>
Director
/s/ Peter C. Browning
Peter C. Browning
Director
/s/ John T. Casteen III
John T. Casteen III
Director
/s/ John L. Clendenin
John L. Clendenin
Director
/s/ Lawrence M. Gressette, Jr.
Lawrence M. Gressette, Jr.
Director
/s/ Thomas K. Hearn, Jr.
Thomas K. Hearn, Jr.
Director
/s/ George W. Henderson, III
George W. Henderson, III
Director
/s/ W. Hayne Hipp
W. Hayne Hipp
Director
/s/ Robert A. Ingram
Robert A. Ingram
Director
/s/ Lloyd U. Noland, III
Lloyd U. Noland, III
Director
/s/ Sherwood H. Smith, Jr.
Sherwood H. Smith, Jr.
Director
/s/ John C. Whitaker, Jr.
John C. Whitaker, Jr.
II-5
<PAGE>
Senior Executive Vice President
/s/ Robert S. McCoy, Jr. and Chief Financial Officer
Robert S. McCoy, Jr. (Principal Financial Officer)
Executive Vice President,
/s/ Donald K. Truslow Comptroller and Treasurer
Donald K. Truslow and (Principal Accounting
Officer)
II-6
<PAGE>
EXHIBIT INDEX
Exhibit
No.
-------
(1) -- Form of Underwriting Agreement (incorporated by
reference to Exhibit 1 from the Corporation's
Registration Statement on Form S-3 (Registration
Statement No. 33-6280)).
(4)(a) -- Indenture dated as of August 15, 1996 between the
Corporation and The Chase Manhattan Bank, as
Trustee, relating to the Senior Securities
(incorporated by reference to Exhibit 4(a) to the
Corporation's Registration Statement on Form S-3
(Registration No. 33-6280)).
(4)(b) -- Indenture dated as of March 1, 1993 between the
Corporation and CoreStates Bank, National
Association, as Trustee, relating to the
Subordinated Securities (incorporated by reference
to Exhibit 4(a) to the Corporation's Registration
Statement on Form S-3 (Registration No. 33-59206)).
(5)(a) -- Opinion of Kenneth W. McAllister, General Counsel
of the Corporation.
(5)(b) -- Opinion of Simpson Thacher & Bartlett.
(12) -- Statement setting forth computation of the ratio of
earnings to fixed charges.
(23)(a) -- Consent of Ernst & Young LLP.
(23)(b) -- Consent of KPMG Peat Marwick LLP.
(23)(c) -- Consent of Kenneth W. McAllister, General Counsel
of the Corporation (included in Exhibit 5(a)).
(23)(d) -- Consent of Simpson Thacher & Bartlett (included
in Exhibit 5(b)).
(24) -- Powers of Attorney of Directors and Officers of the
Corporation (included in signature page).
(25)(a) -- Statement of eligibility of the Senior Trustee on
Form T-1 with respect to the Senior Securities.
(25)(b) -- Statement of eligibility of the Subordinated
Trustee on Form T-1 with respect to the
Subordinated Securities.
II-7
Exhibit 5(a)
July 15, 1998
Wachovia Corporation
100 North Main Street
Winston-Salem, North Carolina 27101
Ladies and Gentlemen:
In connection with the registration under the Securities Act of
1993, as amended (the "Act"), of $2,500,000,000 aggregate principal amount of
debt securities consisting of senior debt securities and/or subordinated debt
securities (the "Debt Securities") of Wachovia Corporation, a North Carolina
corporation (the "Company"), I, as General Counsel of the Company, have
examined such corporate records, certificates and other documents, and such
questions of law, as I have considered necessary or appropriate for purposes
of this opinion. Each capitalized term used herein, unless otherwise defined
herein, has the meaning ascribed to it in the Registration Statement filed
with the Securities and Exchange Commission as of the date hereof (the
"Registration Statement").
For the purposes of giving the opinion set forth below, I have
assumed the following with respect to the sale of Debt Securities: (i) that
the sale will be pursuant to the terms and conditions as contemplated in the
Registration Statement, which will have become and remain effective under the
Act; (ii) that all necessary Company actions, approvals, and authorizations
will have been taken or obtained, and that such actions will be in conformity
with applicable law; (iii) that all necessary filings and approvals with any
regulatory authority will have been made or obtained, including, without
limitation, the fixing of terms with respect to any security, and that such
actions will be in conformity with applicable law; (iv) any actions,
approvals or authorizations required by any applicable indenture will have
been taken or obtained; (v) that the required consideration will have been
received by the Company; and (vi) that all parties, other than the Company,
will have taken or obtained any and all necessary actions, authorizations and
approvals, that such actions will be in conformity with applicable law and
that any document executed and delivered by such parties will be enforceable
against such parties.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, it is my opinion that the Debt Securities, when
authorized and sold as contemplated in the Registration Statement, will be
validly issued by the Company and will constitute valid and legally binding
obligations of the Company, enforceable against the Company in accordance
with their terms.
<PAGE>
My opinion set forth in the preceding paragraph is subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding
in equity or at law) and an implied covenant of good faith and fair dealing.
I am admitted to the Bar of the State of North Carolina and express
no opinion as to the law of any jurisdiction other than the law of the State
of North Carolina and the federal law of the United States of America.
Insofar as the opinion set forth herein relates to issues governed by the law
of the State of New York, I have relied on the accompanying opinion of
Simpson Thacher & Bartlett.
I consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the Prospectus. In giving such consent, I do not thereby admit
that I am in the category of persons whose consent is required under Section
7 of the Act.
Very truly yours,
/s/ Kenneth W. McAllister
Kenneth W. McAllister
Exhibit 5(b)
July 15, 1998
Wachovia Corporation
100 North Main Street
Winston-Salem, North Carolina 27101
Ladies and Gentlemen:
This opinion is delivered to you in connection with the
Registration Statement on Form S-3 (the "Registration Statement") filed under
the Securities Act of 1933, as amended (the "Act"), by Wachovia Corporation,
a North Carolina corporation (the "Registrant"), which Registration Statement
relates to $2,500,000,000 aggregate principal amount of debt securities
consisting of senior debt securities and/or subordinated debt securities (the
"Debt Securities") to be issued by the Registrant.
We have examined (i) the Registration Statement, (ii) the Indenture
(the "Senior Indenture") between the Registrant and The Chase Manhattan Bank,
as senior trustee (the "Senior Trustee"), dated as of August 15, 1996, as
filed as an exhibit to the Registration Statement, and (iii) the Indenture
(the "Subordinated Indenture") between the Registrant and The Chase Manhattan
Trust Company, National Association, as successor trustee (the "Subordinated
Trustee"), dated as of March 1, 1993, as filed as an exhibit to the
Registration Statement. In addition, we have examined, and have relied as to
matters of fact upon, originals or copies, certified or otherwise identified
to our satisfaction, of such corporate records, agreements, documents and
other instruments and such certificates or comparable documents of public
officials and of officers and representatives of the Registrant, and have
made such other and further investigations, as we have deemed relevant and
necessary as a basis for the opinions hereinafter set forth.
<PAGE>
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
We have also assumed that (i) the Registration Statement, and any
applicable amendments thereto (including post-effective amendments), will
have become effective under the Act at the time of issuance, offering and
sale of the Debt Securities, (ii) the Debt Securities will be issued and sold
in compliance with applicable federal and state securities laws solely in the
manner stated in the Registration Statement and will be governed by the law
of the State of New York, (iii) a definitive purchase, underwriting or
similar agreement with respect to the Debt Securities will have been duly
authorized and validly executed and delivered by the Registrant and the other
parties thereto, (iv) each of the Senior Indenture and the Subordinated
Indenture has been duly authorized and validly executed and delivered by the
Registrant and the Senior Trustee and the Subordinated Trustee, respectively,
and (v) each of the Senior Indenture and the Subordinated Indenture has been
duly qualified under the Trust Indenture Act of 1939, as amended.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that, when (i) the Board of
Directors of the Registrant (the "Board") has taken all necessary corporate
action to approve the issuance and terms of the Debt Securities, the terms of
the offering thereof and related matters, and (ii) the Debt Securities have
been duly executed, authenticated, issued and delivered in accordance with
the provisions of the Senior Indenture or the Subordinated Indenture (as the
case may be) and the applicable definitive purchase, underwriting or similar
agreement approved by the Board, upon payment of the consideration therefor
provided for therein, the Debt Securities will constitute valid and legally
<PAGE>
binding obligations of the Registrant, enforceable against the Registrant in
accordance with their terms.
Our opinion set forth in the preceding paragraph is subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding
in equity or at law) and an implied covenant of good faith and fair dealing.
We are members of the Bar of the State of New York and we do not
express any opinion herein concerning any law other than the law of the State
of New York and the federal law of the United States of America. Insofar as
the opinion set forth herein relates to issues governed by the law of the
State of North Carolina, we have relied on the accompanying opinion of
Kenneth W. McAllister, Esq., General Counsel of the Registrant.
We consent to the filing of this opinion letter as an exhibit to
the Registration Statement and to the reference to us under the caption
"Legal Matters" in the Prospectus forming a part of the Registration
Statement.
Very truly yours,
/s/ SIMPSON THACHER & BARTLETT
SIMPSON THACHER & BARTLETT
Exhibit 12
WACHOVIA CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Year
Three Months Ended
Ended December 31,
March 31, 1998 1997
-------------- ------------
<S> <C> <C>
(A) EXCLUDING INTEREST ON DEPOSITS
Earnings:
Income before income taxes . . . . . . . . . $287,648 $ 869,119
Less capitalized interest . . . . . . . . . . (202) (167)
Fixed charges . . . . . . . . . . . . . . . . 240,017 884,806
-------- ----------
Earnings as adjusted . . . . . . . . . . . . $527,463 $1,753,758
======== ==========
Fixed charges:
Interest on purchased and other short
term borrowed funds . . . . . . . . . . . . $138,893 $ 478,162
Interest on long-term debt . . . . . . . . . . 95,553 387,107
Portion of rents representative of the
interest factor (1/3) of rental expense 5,571 19,537
-------- ----------
Fixed charges . . . . . . . . . . . . . . . $240,017 $ 884,806
======== ==========
Ratio of earnings to fixed charges . . . . . . 2.20 X 1.98 X
(B) INCLUDING INTEREST ON DEPOSITS:
Adjusted earnings from (A) above . . . . . . . $527,463 $1,753,758
Add interest on deposits . . . . . . . . . . . 344,240 1,303,549
-------- ----------
Earnings as adjusted . . . . . . . . . . . . $871,703 $3,057,307
======== ==========
Fixed charges:
Fixed charges from (A) above . . . . . . . . . $240,017 $ 884,806
Interest on deposits . . . . . . . . . . . . . 344,240 1,303,549
-------- ----------
Adjusted fixed charges . . . . . . . . . . . . $584,257 $2,188,355
======== ==========
Adjusted earnings to adjusted fixed
charges. . . . . . . . . . . . . . . . . . . . 1.49 X 1.40 X
</TABLE>
Exhibit 23(a)
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Wachovia
Corporation for the registration of $2,500,000,000 of debt securities, and to
the incorporation by reference therein of our report dated January 20, 1998,
with respect to the consolidated financial statements of Wachovia Corporation
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Winston-Salem, North Carolina
July 13, 1998
Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Wachovia Corporation:
We consent to the use of our reports with respect to Central Fidelity
National Bank and Central Fidelity Banks, Inc. incorporated herein by
reference and to the reference to our firm under the heading "Experts" in the
prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Richmond, Virginia
July 13, 1998
Exhibit 25(a)
- -----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATE DESIGNATED TO ACT AS TRUSTEE
----------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue 10017
New York, New York (Zip Code)
(Address of principal
executive offices)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
----------------------------------------
Wachovia Corporation
(Exact name of obligor as specified in its charter)
North Carolina 56-1473727
(State or other (I.R.S. employer
jurisdiction of identification No.)
incorporation or
organization)
<PAGE>
100 North Main Street 27101
Winston-Salem, North (Zip Code)
Carolina
(Address of principal
executive offices)
----------------------------------------
Debt Securities
(Title of the indenture securities)
- -----------------------------------------------------------------------------
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York 12110.
Board of Governors of the Federal Reserve System, Washington, D.C.
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New
York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C. 20429
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-06249, which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by reference. On
July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving
corporation, was renamed The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust power being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4
to Form T-1 filed in connection with Registration Statement No. 333-06249,
which is incorporated by reference).
<PAGE>
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the
Act (see Exhibit 6 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14,
1996, in connection with the merger of Chemical Bank and The Chase Manhattan
Bank (National Association), Chemical Bank, the surviving corporation, was
renamed The Chase Manhattan Bank).
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 10th
day of July, 1998.
THE CHASE MANHATTAN BANK
By: /s/ Joanne Adamis
------------------------------------
Joanne Adamis
Second Vice President
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 1998, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS in Millions
- -------------------------------------------------------------------------- --------------------------
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin . . . . . . . . . . . $ 12,037
Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . . . . 4,054
Securities:
Held to maturity securities . . . . . . . . . . . . . . . . . . . . . . . . 2,340
Available for sale securities . . . . . . . . . . . . . . . . . . . . . . . 50,134
Federal funds sold and securities purchased under agreements to resell . . 24,982
Loans and lease financing receivables:
Loans and leases, net of unearned income $127,958
Less: Allowance for loan and lease losses 2,797
Less: Allocated transfer risk reserve . . . . . . . . . . . . . . . . . . 0
--------
Loans and leases, net of unearned income,
allowance, and reserve . . . . . . . . . . . . . . . . . . . . . . . . 125,161
Trading Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,820
Premises and fixed assets (including capitalized leases) . . . . . . . . . 2,961
Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . 347
Investments in unconsolidated subsidiaries and associated companies . . . . 242
Customers' liability to this bank on acceptances outstanding . . . . . . . 1,380
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,549
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,727
--------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $298,734
========
LIABILITIES
Deposits
In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 96,682
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 38,074
Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,608
--------
In foreign offices, Edge and Agreement, subsidiaries and IBF's . . . . . . 72,630
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,289
<PAGE>
Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69,341
Federal funds purchased and securities sold under agreements to
repurchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,735
Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . . 872
Trading liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,545
Other borrowed money (includes mortgage indebtedness and obligations
under capitalized leases):
With a remaining maturity of one year of less . . . . . . . . . . . . . . 4,454
With a remaining maturity of more than one year through three years . . . 231
With a remaining maturity of more than three years . . . . . . . . . . . 106
Bank's liabilities on acceptances executed and outstanding . . . . . . . . 1,380
Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . . 5,708
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,295
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 281,638
--------
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,211
Surplus (exclude all surplus related to preferred stock) . . . . . . . . . 10,291
Undivided profits and capital reserves . . . . . . . . . . . . . . . . . . 5,579
Net unrealized holding gains (losses) on available-for-sale
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1)
Cumulative foreign currency translation adjustments . . . . . . . . . . . . 16
TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,096
--------
TOTAL LIABILITIES AND EQUITY CAPITAL . . . . . . . . . . . . . . . . . . . $298,734
========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with
the instructions issued by the appropriate Federal regulatory authority and
is true to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and
correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
Exhibit 25(b)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
Form T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
_________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ____X____
_________________________
CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of Registrant as specified in its charter)
29-2933369
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
Union Trust Building, Suite 325
501 Grant Street, Pittsburgh, PA 15219
(Address of principal executive (Zip Code)
offices)
William H. McDavid
The Chase Manhattan Bank
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
_________________________
WACHOVIA CORPORATION
(Exact name of obligor as specified in its charter)
North Carolina 56-1473727
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
100 North Main Street 27101
Winston-Salem, North Carolina (Zip Code)
(Address of principal executive
offices)
_________________________
Debt Securities
(Title of the indenture securities)
_________________________
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
Comptroller of the Currency, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust
powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe
each such affiliation.
None.
No responses are included for Items 3-15 of this Form T-1 because the
Obligor is not in default as provided under Item 13.
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. Exhibit T1A(a) A copy of the Articles of Association of the
Trustee as now in effect.
2. Exhibit T1A(b) A copy of the Certificate of Authority of the
Trustee (previously known as New Trust Company, National
Association,) to commence business. Also included in Exhibit
T1A(b) are letters dated November 24, 1997 from the Comptroller of
the Currency authorizing the exercise of fiduciary powers by the
Trustee and acknowledging the name change of the Trustee.
3. Exhibit T1A(c) The Authorization of the Trustee to exercise
corporate trust powers is contained in Exhibit T1A(b).
4. Exhibit T1B A copy of the By-Laws of the Trustee as now in effect.
5. Exhibit T1C Not applicable
6. Exhibit T1D The Trustee's consent required by Section 321(b) of
the Act.
7. Exhibit T1E A copy of the latest report of condition of the
Trustee, published pursuant to law or the requirements of its
supervising or examining authority.
<PAGE>
8. Exhibit T1F Not applicable
9. Exhibit T1G Not applicable
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Chase Manhattan Trust Company, National Association, a national
banking association organized and existing under the laws of the United
States of America, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all
in The City of Philadelphia and State of Pennsylvania, on the 13th day of
July, 1998.
CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION
By: /s/ Catherine Lenhardt
---------------------------------
Catherine Lenhardt
Assistant Vice President
<PAGE>
Exhibit T1A(a)
CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION
CHARTER NO. 23548
ARTICLES OF ASSOCIATION
For the purpose of organizing an Association to perform any lawful
activities of a national bank, the undersigned do enter into the
following Articles of Association.
FIRST. The title of this Association shall be Chase Manhattan Trust
Company, National Association (the "Association").
SECOND. The main office of the Association shall be in the City of
Pittsburgh, County of Allegheny, Commonwealth of Pennsylvania. The
business of the Association shall be limited to the fiduciary powers and
the support of activities incidental to the exercise of those powers.
The Association will obtain the prior written approval of the Office of
the Comptroller of the Currency before amending these Articles of
Association to expand the scope of its activities and services.
THIRD. The board of directors of this Association shall consist of not
less than five nor more than twenty-five persons, the exact number to be
fixed and determined from time to time by resolution of a majority of the
full board of directors or by resolution of a majority of the
shareholders at any annual or special meeting thereof. Each director,
during the full term of his directorship, shall own common or preferred
stock of the Association or of a holding company owning the Association,
with an aggregate par, fair market or equity value of not less than
$1,000. Any vacancy in the board of directors may be filled by action of
the shareholders or a majority of the remaining directors.
Terms of directors, including directors selected to fill vacancies, shall
expire at the next regular meeting of shareholders at which directors are
elected, unless the directors resign or are removed from office.
Despite the expiration of a director's term, the director shall continue
to serve until his or her successor is elected and qualifies or until
there is a decrease in the number of directors and his or her position is
eliminated.
FOURTH. There shall be an annual meeting of the shareholders to elect
directors and transact whatever other business may be brought before the
meeting. It shall be held at the main office or any other convenient
place the board of directors may designate, on the day of each year
specified therefore in the by-laws, or if that day falls on a legal
holiday in the state in which the Association is located, on the next
following banking day. If no election is held on the day fixed or in
event of a legal holiday, on the following banking day, an election may
be held on any subsequent day within 60 days of the day fixed, to be
designated by the board of directors, or, if the directors fail to fix
the day, by shareholders representing two-thirds of the shares issued and
<PAGE>
outstanding. Advance notice of the meeting may be duly waived by the
sole shareholder in accordance with 12 C.F.R. 7.2001.
A director may resign at any time by delivering written notice to the
board of directors, its Chairperson, or to the Association, which
resignation shall be effective when the notice is delivered unless the
notice specifies a later effective date.
A director may be removed by shareholders at a meeting called to remove
him or her, when notice of the meeting stating that the purpose or one of
the purposes is to remove him or her is provided if there is a failure to
fulfill one of the affirmative requirements for qualification, or for
cause.
FIFTH. The authorized amount of capital stock of this Association shall
be five million dollars ($5,000,000), divided into fifty thousand
(50,000) shares of common stock of the par value of one hundred dollars
($100) each; but said capital stock may be increased or decreased from
time to time, according to the provisions of the laws of the United
States.
No holder of shares of the capital stock of any class of the Association
shall have any preemptive or preferential right of subscription to any
shares of any class of stock of the Association, whether now or hereafter
authorized, or to any obligations convertible into stock of the
Association, issued, or sold, nor any right to subscription to any
thereof other than such, if any, as the board of directors, in its
discretion may from time to time determine and at such price as the board
of directors may from time to time fix.
Unless otherwise specified in the Articles of Association or required by
law, (1) all matters requiring shareholder action, including amendments
to the Articles of Association, must be approved by shareholders owning a
majority voting interest in the outstanding voting stock, and (2) each
shareholder shall be entitled to one vote per share.
The Association, at any time and from time to time, may authorize and
issue debt obligations, whether or not subordinated, without the approval
of the shareholders.
SIXTH. The board of directors may appoint one of its members President
of this Association, and one of its members Chairperson of the board or
two of its members as Co-Chairpersons of the board, and shall have the
power to appoint one or more Vice Presidents, a Secretary who shall keep
minutes of the directors' and shareholders' meetings and be responsible
for authenticating the records of the Association, and such other
officers and employees as may be required to transact the business of
this Association. A duly appointed officer may appoint one or more
officers or assistant officers if authorized by the board of directors in
accordance with the by-laws.
The board of directors shall have the power to:
(1) Define the duties of the officers, employees, and agents of the
Association.
(2) Delegate the performance of its duties, but not the responsibility
for its duties, to the officers, employees, and agents of the
Association.
<PAGE>
(3) Fix the compensation and enter into employment contracts with its
officers and employees upon reasonable terms and conditions
consistent with applicable law.
(4) Dismiss officers and employees.
(5) Require bonds from officers and employees and fix the penalty
thereof.
(6) Ratify written policies authorized by the Association's management
or committees of the board.
(7) Regulate the manner in which any increase or decrease of the
capital of the Association shall be made, provided that nothing
herein shall restrict the power of shareholders to increase or
decrease the capital of the Association in accordance with law.
(8) Manage and administer the business and affairs of the Association.
(9) Adopt initial by-laws, not inconsistent with law or the Articles of
Association, for managing the business and regulating the affairs
of the Association.
(10) Amend or repeal by-laws, except to the extent that the Articles of
Association reserve this power in whole or in part to shareholders.
(11) Make contracts.
(12) Generally perform all acts that are legal for a board of directors
to perform.
SEVENTH. The board of directors shall have the power to change the
location of the main office to any other location permitted under
applicable law, without the approval of the shareholders, and shall have
the power to establish or change the location of any branch or branches
of the Association to any other location permitted under applicable law,
without the approval of the shareholders subject to approval by the
Office of the Comptroller of the Currency.
EIGHTH. The corporate existence of this Association shall continue until
termination according to the laws of the United States.
NINTH. These Articles of Association may be amended at any regular or
special meeting of the shareholders by the affirmative vote of the
holders of a majority of the stock of this Association, unless the vote
of the holders of a greater amount of stock is required by law, and in
that case by the vote of the holders of such greater amount. The
Association's board of directors may propose one or more amendments to
the Articles of Association for submission to the shareholders.
<PAGE>
EXHIBIT T1A(b)
COMPTROLLER OF THE CURRENCY
WHEREAS, satisfactory evidence has been presented to the
Comptroller of the Currency that NEW TRUST COMPANY, NATIONAL ASSOCIATION
located in Pittsburgh, State of Pennsylvania has complied with all
provisions of the statutes of the United States required to be complied
with before being authorized to commence the business of banking as a
National Banking Association.
NOW, THEREFORE, I hereby certify that the above-named association
is authorized to commence the business of banking as a National Banking
Association.
In testimony whereof, witness my signature and seal of office this
24th day of November 1997.
<PAGE>
Comptroller of the Currency
Administrator of National Banks
Northeastern District Licensing
1114 Avenue of the Americas, Suite 3900 Telephone: (212) 790-4055
New York, New York 10036 Fax: (212) 790-4098
November 24, 1997
Mr. Daryl J. Zupan
President and CEO
New Trust Company, National Association
c/o Mellon Bank, N.A., Corporate Trust
Two Mellon Bank Center, Suite 325
Pittsburgh, Pennsylvania 15259
Re: Charter for a National Trust Bank, New Trust Company, National
Association, Pittsburgh, Pennsylvania
ACN 97 NE 01 0022
Dear Mr. Zupan:
The Comptroller of the Currency (OCC) has found that you have met all
conditions imposed by the OCC and completed all steps necessary to
commence the business of banking. Your charter certificate is enclosed.
You are authorized to commence business on November 24, 1997.
This letter also constitutes OCC authorization to exercise fiduciary
powers.
You are reminded that several of the standard conditions contained in the
preliminary approval letter dated October 23, 1997 will continue to apply
once the bank opens and by opening, you agree to subject your association
to these conditions of operation. Some of the conditions bear
reiteration here:
1. Regardless of the association's FDIC insurance status, the
association is subject to the Change in Bank Control Act (12 U.S.C.
1817(j)) by virtue of its national bank charter. Please refer to
item 4 in the list of standard conditions sent with the preliminary
approval letter.
2. The board of directors is responsible for regular review and update
of policies and procedures and for assuring ongoing compliance with
them. This includes maintaining an internal control system that
ensures compliance with the currency reporting and record keeping
requirements of the Bank Secrecy Act (BSA). The board is expected
to train its personnel in BSA procedures and designate one person
or a group to monitor day-to-day compliance.
3. The bank will not engage in full commercial powers authorized to
national banks without the OCC's prior approval.
<PAGE>
Following the commencement of operations, bank management is urged to
become familiar with the requirements of the Securities Exchange Act of
1934 and Part 11 of the Comptroller's regulations relative to the
registration of the bank's equity securities and related periodic
reports. These requirements will be applicable to your bank when the
number of shareholders of record is maintained at 500 or more. Such
registration may be subsequently terminated pursuant to the Act, only
when the number of shareholders of record is reduced to fewer than 300.
Should you have any questions regarding the supervision of your bank,
please contact the portfolio manager who will be responsible for OCC's
ongoing supervisory effort at your institution. You will be notified of
the name and number of the appropriate individual in the near future.
Sincerely,
Michael G. Tiscia
Licensing Manager
Enclosure
cc: Official File
Field File
<PAGE>
Comptroller of the Currency
Administrator of National Banks
Northeastern District Licensing
1114 Avenue of the Americas, Suite 3900 Telephone: (212) 790-4055
New York, New York 10036 Fax: (212) 790-4098
November 24, 1997
Joseph R. Bielawa
Vice President and Assistant General Counsel
The Chase Manhattan Bank
270 Park Avenue, 39th Floor
New York, New York 10017
Re: Change in Corporate Title
New Trust Company, National Association (Bank)
Pittsburgh, Pennsylvania
Dear Mr. Bielawa:
The Office of the Comptroller of the Currency (OCC) has received your
submission, concerning the change and amendment to Article First of the
above-referenced Bank's Articles of Association. The OCC has amended its
records to reflect that effective November 24, 1997, the corporate title
of New Trust Company, National Association, Charter Number 23548, was
changed to "Chase Manhattan Trust Company, National Association."
You are reminded that the OCC does not approve national bank name changes
nor does it maintain official titles or the retention of alternate
titles. The use of other titles or the retention of the rights to any
previously used title is the responsibility of the Bank's board of
directors. Legal counsel should be consulted to determine whether or not
the new title, or any previously used title, could be challenged by
competing institutions under the provisions of federal or state law.
A copy of the amended Article as accepted for filing is enclosed for the
Bank's records.
Very truly yours.
Linda Leickel
Senior Licensing Analyst
Charter No.: 23548
Control No.: 97 NE 04 010 w/97 NE 01 022
<PAGE>
Exhibit T1B
CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION
BY-LAWS
Article I. Meetings of Shareholders
Section 1.1. Annual Meeting. The regular annual meeting of the
shareholders to elect directors and transact whatever other business may
properly come before the meeting, shall be held at the main office of the
Association, or such other place as the board may designate, and at such
time in each year as may be designated by the board of directors. Unless
otherwise provided by law, notice of the meeting may be waived by the
Association's sole shareholder in accordance with 12 C.F.R.
Section 7.2001. If, for any cause, an election of directors is not made
on that date, or in the event of a legal holiday, on the next following
banking day, an election may be held on any subsequent day within 60 days
of the date fixed, to be designated by the board, or, if the directors
fail to fix the date, by shareholders representing two thirds of the
shares issued and outstanding.
Section 1.2. Special Meetings. Except as otherwise specifically
provided by statute, special meetings of the shareholders may be called
for any purpose at any time by a majority of the board of directors or by
any one or more shareholders owning, in the aggregate, not less than
twenty-five percent of the stock of the Association or by the Chairperson
of the board of directors or the President. Unless otherwise provided by
law, advance notice of a special meeting may be waived by the
Association's Sole Shareholder in accordance with 12 C.F.R.
Section 7.2001.
Section 1.3. Nominations of Directors. Nominations for election to the
board of directors may be made by the board of directors or by any
stockholder of any outstanding class of capital stock of the Association
entitled to vote for the election of directors. Nominations, other than
those made by or on behalf of the existing management of the Association,
shall be made in writing and shall be delivered or mailed to the
President of the Association and to the Comptroller of the Currency,
Washington, D.C., not less than 14 days nor more than 50 days prior to
any meeting of shareholders called for the election of directors,
provided, however, that if less than 21 days' notice of the meeting is
given to shareholders, such nomination shall be mailed or delivered to
the President of the Association and to the Comptroller of the Currency
not later than the close of business on the seventh (7th) day following
the day on which the notice of meeting was mailed. Such notification
shall contain the following information to the extent known to the
notifying shareholder.
(1) The name and address of each proposed nominee.
(2) The principal occupation of each proposed nominee.
<PAGE>
(3) The total number of shares of capital stock of the Association
that will be voted for each proposed nominee.
(4) The name and residence address of the notifying shareholder.
(5) The number of shares of capital stock of the Association owned
by the notifying shareholder.
Nominations not made in accordance herewith may, in his/her discretion,
be disregarded by the Chairperson of the meeting, and upon his/her
instructions, the vote tellers may disregard all votes cast for each such
nominee.
Section 1.4. Proxies. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing, but no officer or
employee of this Association shall act as proxy. Proxies shall be valid
only for one meeting to be specified therein, and any adjournments of
such meeting. Proxies shall be dated and filed with the records of the
meeting. Proxies with rubber stamped facsimile signatures may be used and
unexecuted proxies may be counted upon receipt of a confirming telegram
from the shareholder. Proxies meeting above requirements submitted at any
time during a meeting shall be accepted.
Section 1.5 Quorum. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any
meeting of shareholders, unless otherwise provided by law, or by the
shareholders or directors pursuant to Section 10.2, but less than a
quorum may adjourn any meeting, from time to time, and the meeting may be
held, as adjourned, without further notice. A majority of the votes cast
shall decide every question or matter submitted to the shareholders at
any meeting, unless otherwise provided by law or by the Articles of
Association, or by the shareholders or directors pursuant to Section
10.2. Any action required or permitted to be taken by the shareholders
may be taken without a meeting by unanimous written consent of the
shareholders to a resolution authorizing the action. The resolution and
the written consent shall be filed with the minutes of the proceedings of
the shareholders.
Article II. Directors
Section 2.1. Board of Directors. The board of directors ("board") shall
have the power to manage and administer the business and affairs of the
Association. Except as expressly limited by law, all corporate powers of
the Association shall be vested in and may be exercised by the board.
Section 2.2. Number. The board shall consist of not less than five nor
more than twenty-five persons, the exact number within such minimum and
maximum limits to be fixed and determined from time to time by resolution
of a majority of the full board or by resolution of a majority of the
shareholders at any meeting thereof, provided, however, that a majority
of the full board may not increase the number of directors to a number
which: (1) exceeds by more than two the number of directors last elected
by shareholders where such number was 15 or less; and (2) exceeds by more
than four the number of directors last elected by shareholders where such
number was 16 or more, but in no event shall the number of directors
exceed 25.
Section 2.3. Organization Meeting. The Secretary shall notify the
directors-elect of their election and of the time at which they are
<PAGE>
required to meet at the main office of the Association to organize the
new board and elect and appoint officers of the Association for the
succeeding year. Such meeting shall be held on the day of the election or
as soon thereafter as practicable, and, in any event, within 30 days
thereof. If, at the time fixed for such meeting, there shall not be a
quorum, the directors present may adjourn the meeting, from time to time,
until a quorum is obtained.
Section 2.4. Regular Meetings. The time and location of regular meetings
of the board shall be set by the board. Such meetings may be held without
notice. Any business may be transacted at any regular meeting. The board
may adopt any procedures for the notice and conduct of any meetings as
are not prohibited by law.
Section 2.5. Special Meetings. Special meetings of the board may be
called at the request of the Chairperson or Co-Chairperson of the board,
the President, or three or more directors. Each member of the board shall
be given notice stating the time and place, by telegram, telephone,
letter or in person, of each such special meeting at least one day prior
to such meeting. Any business may be transacted at any special meeting.
Section 2.6. Action by the Board. Except as otherwise provided by law,
corporate action to be taken by the board shall mean such action at a
meeting of the board. Any action required or permitted to be taken by the
board or any committee of the board may be taken without a meeting if all
members of the board or the committee consent in writing to a resolution
authorizing the action. The resolution and the written consents thereto
shall be filed with the minutes of the proceedings of the board or
committee. Any one or more members of the board or any committee may
participate in a meeting of the board or committee by means of a
conference telephone or similar communications equipment allowing all
persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at such
meeting.
Section 2.7. Waiver of Notice. Notice of a special meeting need not be
given to any director who submits a signed waiver of notice, whether
before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to
him or her.
Section 2.8. Quorum and Manner of Acting. Except as otherwise required by
law, the Articles of Association or these by-laws, a majority of the
directors shall constitute a quorum for the transaction of any business
at any meeting of the board and the act of a majority of the directors
present and voting at a meeting at which a quorum is present shall be the
act of the board. In the absence of a quorum, a majority of the directors
present may adjourn any meeting, from time to time, until a quorum is
present and no notice of any adjourned meeting need be given. At any such
adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally
called.
Section 2.9. Vacancies. In the event a majority of the full board
increases the number of directors to a number which exceeds the number of
directors last elected by shareholders, as permitted by Section 2.2,
directors may be appointed to fill the resulting vacancies by vote of
such majority of the full board, In the event of a vacancy in the board
for any other cause, a director may be appointed to fill such vacancy by
vote of a majority of the remaining directors then in office.
<PAGE>
Section 2.10. Removal of Directors. The vacancy created by the removal of
a director pursuant to this Section may be filled by the board in
accordance with Section 2.9 of these by-laws or by the shareholders.
Article III. Committees
Section 3.1. Executive Committee. There may be an executive committee
consisting of the Chairperson or Co-Chairperson of the board and not less
than two other directors appointed by the board annually or more often.
Subject to the limitations in Section 3.4(g) of these by-laws, the
executive committee shall have the maximum authority permitted by law.
Section 3.2. Audit Committee. There may be an audit committee composed of
not less than two directors, exclusive of any active officers, appointed
by the board annually or more often, whose duty it shall be to make an
examination at least once during each calendar year and within fifteen
months of the last examination into the affairs of the Association, or
cause continuous suitable examinations to be made, by auditors
responsible only to the board, and to report the results of any such
examinations in writing to the board from time to time. Such examinations
shall include audits of the fiduciary business of the Association as may
be required by law or regulation.
Section 3.3. Other Committees. The board may appoint, from time to time,
other committees of one or more persons, for such purposes and with such
powers as the board may determine.
Section 3.4. General (a) Each committee shall elect a Chairperson from
among the members thereof and shall also designate a Secretary of the
committee, who shall keep a record of its proceedings.
(b) Vacancies occurring from time to time in the membership of any
committee shall be filled by the board for the unexpired term of the
member whose departure causes such vacancy. The board may designate one
or more alternate members of any committee, who may replace any absent
member or members at any meeting of such committee.
(c) Each committee shall adopt its own rules of procedure and shall meet
at such stated times as it may, by resolution, appoint. It shall also
meet whenever called together by its Chairperson or the Chairperson of
the board.
(d) No notice of regular meetings of any committee need be given. Notice
of every special meeting shall be given either by mailing such notice to
each member of such committee at his or her address, as the same appears
in the records of the Association, at least two days before the day of
such meeting, or by notifying each member on or before the day of such
meeting by telephone or by personal notice, or by leaving a written
notice at his or her residence or place of business on or before the day
of such meeting. Waiver of notice in writing of any meeting, whether
prior or subsequent to such meeting, or attendance at such meeting, shall
be equivalent to notice of such meeting. Unless otherwise indicated in
the notice thereof, any and all business may be transacted at any special
meeting.
(e) All committees shall, with respect to all matters, be subject to the
authority and direction of the board and shall report to it when
required.
(f) Unless otherwise required by law, the Articles of Association or
these by-laws, a quorum at any meeting of any committee shall be
<PAGE>
one-third of the full membership and present shall be the act of the
committee.
(g) No committee shall have authority to take any action which is
expressly required by law or regulation to be taken at a meeting of the
board or by a specified proportion of directors.
Article IV. Officers and Employees
Section 4.1. Chairperson of the Board. The board shall appoint one of its
members to be the Chairperson of the board, or two persons to serve as
Co-Chairperson of the board to serve at its pleasure. Such person shall
preside at all meetings of the board. The Chairperson or Co-Chairpersons
of the board shall supervise the carrying out of the policies adopted or
approved by the board; shall have general executive powers, as well as
the specific powers conferred by these by-laws; and shall also have and
may exercise such further powers and duties as from time to time may be
conferred upon, or assigned by the board.
Section 4.2. President. The board may appoint one of its members to be
the President of the Association. In the absence of the Chairperson or
Co-Chairpersons, the President shall preside at any meeting of the board.
The President shall have general executive powers, and shall have and may
exercise any and all other powers and duties pertaining by law,
regulation, or practice to the office of President, or imposed by these
by-laws. The President shall also have and may exercise such further
powers and duties as from time to time may be conferred, or assigned by
the board.
Section 4.3. Vice President. The board may appoint one or more Vice
Presidents. Each Vice President shall have such powers and duties as may
be assigned by the board.
Section 4.4. Secretary. The board shall appoint a Secretary, Cashier, or
other designated officer who shall be Secretary of the board and of the
Association, and shall keep accurate minutes of all meetings. The
Secretary shall attend to the giving of all notices required by these
by-laws; shall be custodian of the corporate seal, records, documents and
papers of the Association, shall provide for the keeping of proper
records of all transactions of the Association; shall have and may
exercise any and all other powers and duties pertaining by law,
regulation or practice, to the office of Cashier, or imposed by these
by-laws; and shall also perform such other duties as may be assigned from
time to time, by the board.
Section 4.5. Other Officers. The board may appoint one or more Assistant
Vice Presidents, one or more Trust Officers, one or more Assistant
Secretaries, one or more Assistant Cashiers, one or more Managers and
Assistant Managers of branches and such other officers and attorneys in
fact as from time to time may appear to the board to be required or
desirable to transact the business of the Association. Such officers
shall respectively exercise such powers and perform such duties as
pertain to their several offices, or as may be conferred upon, or
assigned to, them by the board, the Chairperson or Co-Chairpersons of the
board, or the President. The board may authorize an officer to appoint
one or more officers or assistant officers.
Section 4.6. Resignation. An officer may resign at any time by delivering
notice to the Association. A resignation is effective when the notice is
given unless the notice specifies a later effective date.
<PAGE>
Article V. Fiduciary Activities
Section 5.1. Trust Committee. There shall be a Trust Committee of this
Association composed of four or more members, who shall be capable and
experienced officers or directors of the Association. The Committee is
charged with the responsibility for the investment, retention, or
disposition of assets held in accounts with respect to which the
Association has investment authority; for the review of the assets of
accounts for which the Association has investment authority promptly
after the acceptance of such an account and at least once during every
calendar year thereafter to determine the advisability of retaining or
disposing of such assets; for the determination of the manner in which
proxies received for accounts for which the Association has
responsibility for the voting of proxies shall be voted; for the
determination of all substantial questions involving discretionary
authority of the Association of a non-investment nature, including, but
not limited to, distribution of principal and/or income in respect of any
account; for providing advice as to the investment, retention, or
disposition of assets in investment advisory accounts maintained by the
Association; for the making of such reports as this board shall require;
and for such other responsibilities as may be assigned by this board. The
Trust Committee, in discharging its aforementioned responsibilities, may
authorize officers of the Association to exercise such powers and under
such conditions as the Committee may from time to time prescribe.
Section 5.2. Trust Investments. Funds held in a fiduciary capacity shall
be invested according to the instrument establishing the fiduciary
relationship and local law. Where such instrument does not specify the
character and class of investments to be made and does not vest in the
Association a discretion in the matter, funds held pursuant to such
instrument shall be invested in investments in which corporate
fiduciaries may invest under applicable law.
Section 5.3. Trust Audit Committee. The board shall appoint a committee
of at least two directors, exclusive of any active officer of the
association, which shall, at least once during each calendar year make
suitable audits of the association's fiduciary activities or cause
suitable audits to be made by auditors responsible only to the board, and
at such time shall ascertain whether fiduciary powers have been
administered according to law, Part 9 of the Regulations of the
Comptroller of the Currency, and sound fiduciary principles.
Section 5.4. Fiduciary Files. There shall be maintained by the
association all fiduciary records necessary to assure that its fiduciary
responsibilities have been properly undertaken and discharged.
Article VI. Stock and Stock Certificates
Section 6.1. Transfers. Shares of stock shall be transferable on the
books of the Association, and a transfer book shall be kept in which all
transfers of stock shall be recorded. Every person becoming a shareholder
by such transfer shall, in proportion to his or her shares, succeed to
all rights of the prior holder of such shares. The board may impose
conditions upon the transfer of the stock reasonably calculated to
simplify the work of the Association with respect to stock transfers,
voting at shareholder meetings, and related matters and to protect it
against fraudulent transfers.
Section 6.2. Stock Certificates. Certificates of stock shall bear the
signature of the Chairperson or Co-Chairpersons of the board or President
<PAGE>
(which may be engraved, printed or impressed), and shall be signed
manually or by facsimile process by the Secretary, Assistant Secretary,
Cashier, Assistant Cashier, or any other officer appointed by the board
for that purpose, to be known as an authorized officer, and the seal of
the Association shall be engraved thereon. Each certificate shall recite
on its face that the stock represented thereby is transferable only upon
the books of the Association properly endorsed. In case any such officer
who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such before such certificate is
issued, it may be issued by the Association with the same effect as if
such officer had not ceased to be such at the time of its issue. The
corporate seal may be a facsimile, engraved or printed.
Article VII. Corporate Seal
Section 7.1. Corporate Seal. The Chairperson, the President, the Cashier,
the Secretary or any Assistant Cashier or Assistant Secretary, or other
officer thereunto designated by the board, shall have authority to affix
the corporate seal to any document requiring such seal, and to attest the
same. Such seal shall be substantially in the following form: A circle,
with the words "Chase Manhattan Trust Company, National Association"
within such circle.
Article VIII. Miscellaneous Provisions
Section 8.1. Fiscal Year. The fiscal year of the Association shall be the
calendar year.
Section 8.2. Execution of Instruments. All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations,
receipts, discharges, releases, satisfactions, settlements, petitions,
schedules, accounts, affidavits, bonds, undertakings, proxies and other
instruments or documents may be signed, executed, acknowledged, verified,
delivered or accepted on behalf of the Association by the Chairperson or
Co-Chairpersons of the board, or the President, or any Vice Chairperson,
or any Managing Director, or any Vice President, or any Assistant Vice
President, or the Chief Financial Officer, or the Controller, or the
Secretary, or the Cashier, or, if in connection with exercise of
fiduciary powers of the Association, by any of those officers or by any
Trust Officer. Any such instruments may also be executed, acknowledged,
verified, delivered or accepted on behalf of the Association in such
other manner and by such other officers as the board may from time to
time direct. The provisions of this Section 8.2 are supplementary to any
other provision of these by-laws.
Section 8.3. Records. The Articles of Association, the by-laws and the
proceedings of all meetings of the shareholders, the board, and standing
committees of the board, shall be recorded in appropriate minute books
provided for that purpose. The minutes of each meeting shall be signed by
the Secretary, Cashier or other officer appointed to act as Secretary of
the meeting.
Section 8.4. Corporate Governance Procedures. To the extent not
inconsistent with applicable Federal banking law, bank safety and
soundness or these by-laws, the corporate governance procedures found in
the Delaware General Corporation Law shall be followed by the
Association.
<PAGE>
Article IX. Indemnification
Section 9.1. Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in
any action, suit or proceeding, whether civil, criminal, administrative
or investigative (hereinafter a "proceeding"), by reason of the fact that
he or she is or was a director or an officer of the Association or is or
was serving at the request of the Association as a director, officer,
employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of
such proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held
harmless by the Association to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that
such amendment permits the Association to provide broader indemnification
rights than such law permitted the Association to provide prior to such
amendment), against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid
in settlement) reasonably incurred or suffered by such indemnitee in
connection therewith; provided, however, that, except as provided in
Section 9.3 of these by-laws with respect to proceedings to enforce
rights to indemnification, the Association shall indemnify any such
indemnitee in connection with a proceeding (or part thereof) initiated by
such indemnitee only if such proceeding (or part thereof) was authorized
by the board.
Section 9.2. Right to Advancement of Expenses. The right to
indemnification conferred in Section 9.1 of these by-laws shall include
the right to be paid by the Association the expenses (including
attorney's fees) incurred in defending any such proceeding in advance of
its final disposition (hereinafter an "advancement of expenses");
provided, however, that, if the Delaware General Corporation Law
requires, an advancement of expenses incurred by an indemnitee in his or
her capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made only upon
delivery to the Association of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts
so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal (hereinafter a
"final adjudication") that such indemnitee is not entitled to be
indemnified for such expenses under this Section 9.2 or otherwise. The
rights to indemnification and to the advancement of expenses conferred in
Sections 9.1 and 9.2 of these by-laws shall be contract rights and such
rights shall continue as to an indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of
the indemnitee's heirs, executors and administrators.
Section 9.3. Right of Indemnitee to Bring Suit. If a claim under Section
9.1 or 9.2 of these by-laws is not paid in full by the Association within
sixty (60) days after a written claim has been received by the
Association except in the case of a claim for an advancement of expenses,
in which case the applicable period shall be twenty (20) days, the
indemnitee may at any time thereafter bring suit against the Association
to recover the unpaid amount of the claim. If successful in whole or in
part in any such suit, or in a suit brought by the Association to recover
an advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expense of prosecuting
<PAGE>
or defending such suit. In (1) any suit brought by the indemnitee to
enforce a right to indemnification hereunder (but not in a suit brought
by the indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that, and (2) any suit brought by the Association to
recover an advancement of expenses pursuant to the terms of an
undertaking, the Association shall be entitled to recover such expenses
upon a final adjudication that, the indemnitee has not met any applicable
standard for indemnification set forth in the Delaware General
Corporation Law. Neither the failure of the Association (including the
board, the Association's independent legal counsel, or its shareholders)
to have made a determination prior to the commencement of such suit that
indemnification of the indemnitee is proper in the circumstances because
the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Association (including the board, the Association's independent legal
counsel, or its shareholders) that the indemnitee has not met such
applicable standard of conduct, shall create a presumption that the
indemnitee has not met the applicable standard of conduct or, in the case
of such a suit brought by the indemnitee, be a defense to such suit. In
any suit brought by the indemnitee to enforce a right to indemnification
or to an advancement of expenses hereunder, or brought by the Association
to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not entitled to
be indemnified, or to such advancement of expenses, under this Article IX
or otherwise shall be on the Association.
Section 9.4. Non-Exclusivity of Rights. The rights to indemnification and
to the advancement of expenses conferred in this Article IX shall not be
exclusive of any other right which any person may have or hereafter
acquire under any statute, the Association's Articles of Association,
by-laws, agreement, vote of shareholders or disinterested directors or
otherwise.
Section 9.5. Insurance. The Association may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent
of the Association or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether
or not the Association would have the power to indemnify such person
against such expense, liability or loss under the Delaware General
Corporation Law.
Section 9.6. Indemnification of Employees and Agents of the Association.
The Association may, to the extent authorized from time to time by the
board, grant rights to indemnification and to the advancement of expenses
to any employee or agent of the Association to the fullest extent of the
provisions of this Article IX with respect to the indemnification and
advancement of expenses of directors and officers of the Association.
Article X. By-laws
Section 10.1. Inspection. A copy of the by-laws, with all amendments,
shall at all times be kept in a convenient place at the main office of
the Association, and shall be open for inspection to all shareholders
during banking hours.
Section 10.2. Amendments. The by-laws may be amended, altered or
repealed, at any regular meeting of the board by a vote of a majority of
the total number of the directors except as provided below. The
Association's shareholders may amend or repeal the by-laws even though
the by-laws may be amended or repealed by its board.
<PAGE>
EXHIBIT T1D
Consent for Records of Governmental Agencies
to be Made Available to the Commission
The undersigned, Chase Manhattan Trust Company, National
Association, pursuant to Section 321(b) of The Trust Indenture Act of
1939, hereby authorizes the Board of Governors of the Federal Reserve
System, the Federal Reserve Banks, the Treasury Department, the
Comptroller of the Currency and the Federal Deposit Insurance
Corporation, under such conditions as they may prescribe, to make
available to the Commission such reports, records or other information as
they may have available with respect to the undersigned as a prospective
trustee under an indenture to be qualified under the aforesaid Trustee
Indenture Act of 1939 and to make through their examiners or other
employees for the use of the Commission, examinations of the undersigned
prospective Trustee.
The undersigned also, pursuant to Section 321(b) of said Trust
Indenture Act of 1939, consents that reports of examination by the
Federal, State, Territorial or District authorities may be furnished by
such authorities to the Commission upon request therefor.
Dated this 13th day of July, 1998.
Chase Manhattan Trust Company,
National Association
By: /s/ Catherine Lenhardt
--------------------------
Catherine Lenhardt
Assistant Vice President
<PAGE>
Exhibit T1E
Chase Manhattan Trust Company, National Association
Statement of Condition
March 31, 1998
<TABLE>
<CAPTION>
<S> <C>
($000)
Assets
Cash and Due From Banks $ 9,656
Securities Available for Sale 3,072
Premises and Fixed Assets 489
Intangible Assets 91,662
_________
Total Assets $ 104,879
=========
Liabilities
Sundry Liabilities and Accrued Expenses $ 3,974
Stockholder's Equity
Common Stock $ 5,000
Surplus 95,000
Retained Earnings 905
_________
Total Stockholder's Equity $ 100,905
_________
Total Liabilities and Stockholder's Equity $ 104,879
=========
</TABLE>
