<PAGE>
FILED PURSUANT TO RULE 424(B)(5)
REGISTRATION NOS. 333-59165, 333-79183
PROSPECTUS SUPPLEMENT
(To prospectus dated June 4, 1999)
$600,000,000
[LOGO OF WACHOVIA]
Wachovia Corporation
6.70% Global Senior Notes due June 21, 2004
----------------
The 6.70% Global Senior Notes of Wachovia Corporation will mature on June
21, 2004. Interest on the Notes is payable semiannually on June 21 and
December 21, beginning December 21, 1999. The Notes will not be redeemable
prior to maturity, except as set forth under "Description of the Notes--
Redemption for Tax Reasons" in this prospectus supplement, and will not be
subject to any sinking fund.
We have applied to have the Notes listed on the Luxembourg Stock Exchange.
----------------
<TABLE>
<CAPTION>
Per Note Total
-------- -----
<S> <C> <C>
Public offering price(1).......................... 99.82% $598,920,000
Underwriting discount............................. .35% $2,100,000
Proceeds, before expenses, to Wachovia
Corporation(1)................................... 99.47% $596,820,000
</TABLE>
(1) Plus accrued interest from June 21, 1999, if settlement occurs
after that date
The Notes are unsecured obligations of Wachovia Corporation. They are not
savings accounts, deposits or other obligations of any bank or non-bank
subsidiary of Wachovia Corporation and are not insured by the Federal Deposit
Insurance Corporation, the Bank Insurance Fund or any other government agency.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus supplement or the related prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The underwriters are offering the Notes subject to various conditions. The
underwriters expect to deliver the Notes, in book-entry form only, to
purchasers through The Depository Trust Company, Cedelbank or the Euroclear
System, as the case may be, on or about June 21, 1999.
----------------
Merrill Lynch & Co. Wachovia Securities, Inc.
Chase Securities Inc.
Credit Suisse First Boston
Goldman, Sachs & Co.
Lehman Brothers
Morgan Stanley Dean Witter
Salomon Smith Barney
----------------
The date of this prospectus supplement is June 15, 1999.
<PAGE>
You should rely only on the information contained in or incorporated by
reference in this prospectus supplement and the prospectus.
This prospectus supplement and the prospectus may be used only for the
purpose for which they have been prepared. No one is authorized to give
information other than that contained in this prospectus supplement and the
prospectus and in the documents referred to in this prospectus supplement and
the prospectus and which are made available to the public. We have not, and the
underwriters have not, authorized any other person to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it.
We are not, and the underwriters are not, making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You
should assume that the information appearing in this prospectus supplement and
the prospectus, as well as information we previously filed with the Securities
and Exchange Commission and incorporated by reference, is accurate as of the
date on the front cover of this prospectus supplement only. Our business,
financial condition, results of operations and prospects may have changed since
that date.
TABLE OF CONTENTS
Prospectus Supplement
<TABLE>
<CAPTION>
Page
----
<S> <C>
Wachovia Corporation..................................................... S-3
Incorporation by Reference............................................... S-4
Consolidated Ratio of Earnings to Fixed Charges.......................... S-5
Capitalization........................................................... S-6
Selected Financial Information........................................... S-7
Directors and Executive Officers......................................... S-8
Use of Proceeds.......................................................... S-11
Description of the Notes................................................. S-12
Certain United States Federal Income Tax Consequences to Non-United
States Holders.......................................................... S-19
Underwriting............................................................. S-21
General Information...................................................... S-23
Legal Matters............................................................ S-23
Prospectus
<CAPTION>
Page
----
<S> <C>
About this Prospectus.................................................... 2
Where You Can Find More Information...................................... 3
Wachovia Corporation..................................................... 4
Consolidated Ratio of Earnings to Fixed Charges.......................... 5
Use of Proceeds.......................................................... 5
Description of Debt Securities........................................... 5
Plan of Distribution..................................................... 15
Experts.................................................................. 16
Legal Matters............................................................ 16
</TABLE>
S-2
<PAGE>
The Luxembourg Stock Exchange takes no responsibility for the contents of
this document, makes no representation as to its accuracy or completeness and
expressly disclaims any liability whatsoever for any loss howsoever arising
from or in reliance upon the whole or any part of the contents of this document
and the accompanying prospectus.
Offers and sales of the Notes are subject to restrictions in relation to the
United Kingdom, details of which are set out in "Underwriting" on pages S-21
and S-22 below. The distribution of this prospectus supplement and the
accompanying prospectus and the offering of the Notes in certain other
jurisdictions may also be restricted by law. This prospectus supplement and the
accompanying prospectus do not constitute an offer, or an invitation on our
behalf or on behalf of the underwriters or any of them, to subscribe for and
purchase, any of the Notes, and may not be used for or in connection with an
offer or solicitation by anyone, in any jurisdiction in which such an offer or
solicitation is not authorized or to any person to whom it is unlawful to make
such an offer or solicitation.
References in this prospectus supplement and the accompanying prospectus to
"we," "us," "our" and "Wachovia" are to Wachovia Corporation.
In this prospectus supplement and the accompanying prospectus, unless
otherwise specified or the context otherwise requires, references to "dollars,"
"$" and "U.S. $" are to United States dollars.
WACHOVIA CORPORATION
Wachovia 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, 1999, Wachovia and its
consolidated subsidiaries had total assets of $65.319 billion, deposits of
$40.288 billion, and a market capitalization of $16.473 billion. At March 31,
1999, Wachovia ranked 16th based on both its consolidated asset size and on its
market capitalization among domestic U.S. bank holding companies. Wachovia is a
registered bank holding company under the Bank Holding Company Act of 1956, as
amended. Wachovia is also a savings and loan 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.
Wachovia was incorporated under the laws of the State of North Carolina,
U.S.A., on July 19, 1985. Wachovia has a number of subsidiaries and is not the
subsidiary of any other person.
Wachovia's principal banking subsidiaries are Wachovia Bank, National
Association ("Wachovia Bank"), and The First National Bank of Atlanta. Wachovia
Bank is a national banking association headquartered in Winston-Salem, North
Carolina. As of March 31, 1999, Wachovia Bank had total assets of $61.879
billion and deposits of $41.134 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 the United States. Consumer
products and services are provided through:
. a network of 753 retail branches (as of March 31, 1999) and 1,381 ATMs
(as of March 31, 1999) in Georgia, North Carolina, South Carolina,
Virginia and Florida;
. 1-800-WACHOVIA On-Call 24 hour telephone banking;
. automated Phone Access; and
. internet-based investing and banking at www.wachovia.com.
The First National Bank of Atlanta offers credit card services.
Wachovia also has subsidiaries engaged in large corporate and institutional
relationship management and business development, corporate leasing, remittance
processing, insurance, investment advisory and securities
S-3
<PAGE>
brokerage services. In addition to its domestic banking offices and
international banking offices in London and the Cayman Islands, Wachovia's
subsidiaries have offices in Chicago, New York and selected other cities in the
United States, and Hong Kong, Sao Paolo and Tokyo.
Because Wachovia's growth strategy includes the use of acquisitions,
Wachovia 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 Wachovia's book value and net income per share may
occur in connection with any future transactions.
Wachovia'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.
INCORPORATION BY REFERENCE
We have filed with the SEC, Washington, D.C., U.S.A. a registration
statement on Form S-3 under the Securities Act of 1933, as amended, with
respect to the securities that we are offering by this prospectus supplement
and the accompanying prospectus. This prospectus supplement and the
accompanying prospectus do not contain all of the information set forth in the
registration statement and the exhibits and schedules thereto. Certain items
are omitted in accordance with the rules and regulations of the SEC. For
further information with respect to Wachovia and the securities offered hereby,
reference is made to the registration statement and the exhibits and any
schedules filed with the registration statement. Statements contained in this
prospectus and the accompanying prospectus as to the contents of any contract
or other document referred to are not necessarily complete and in each
instance, if such contract or document is filed as an exhibit, reference is
made to the copy of such contract or other document filed as an exhibit to the
registration statement, each statement being qualified in all respects by such
reference.
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file, including
the registration statement, at the SEC's Public Reference room at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, U.S.A., and at the SEC's
regional offices located at Seven World Trade Center, Suite 1300, New York, New
York 10048, U.S.A., and at Citicorp Center, Suite 1400, 500 West Madison
Street, Chicago, IL 60661, U.S.A. For further information on the operation of
the Public Reference room, you may call the SEC at 1-800-SEC-0330. Our SEC
filings are also available to the public over the Internet at the SEC's website
at http://www.sec.gov. You may also inspect our SEC filings at the New York
Stock Exchange, the exchange on which our common stock is listed, at 20 Broad
Street, 7th Floor, New York, New York 10005, U.S.A.
The SEC allows us to "incorporate by reference" the information in documents
that we file with them. This means that we can disclose important information
to you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus supplement and the
accompanying prospectus, and information in documents that we file after the
dates of this prospectus supplement and the prospectus and before the
termination of the offering contemplated by this prospectus supplement and the
prospectus will automatically update and supersede information in this
prospectus supplement and the prospectus.
We incorporate by reference our Annual Report on Form 10-K for the year
ended December 31, 1998, our Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999, our Current Reports on Form 8-K dated January 14, 1999
and May 13, 1999, and any future filings made with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
until we sell all of the securities offered by this prospectus supplement and
the accompanying prospectus.
S-4
<PAGE>
We will provide without charge, upon written or oral request, to each person
to whom this prospectus supplement and the accompanying prospectus is
delivered, a copy of any or all of the documents described above which have
been or may be incorporated by reference in this prospectus supplement and the
accompanying prospectus but not delivered with this prospectus supplement and
the accompanying prospectus. Such requests should be directed to Wachovia
Corporation, 100 North Main Street, Winston-Salem, North Carolina 27101,
U.S.A., Attention: Secretary. Telephone requests may be directed to (336) 770-
5000. All documents incorporated by reference in this prospectus supplement and
the accompanying prospectus are obtainable free of charge in Luxembourg at the
offices of Banque Internationale a Luxembourg.
This prospectus supplement and the accompanying prospectus contain or
incorporate by reference forward-looking statements that have been made
pursuant to the provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are not historical facts, but rather are
based on our current expectations, estimates and projections about Wachovia's
industry, our beliefs and assumptions. Words such as "anticipates", "expects",
"intends", "plans", "believes", "seeks", "estimates" and similar expressions
are intended to identify forward-looking statements. These statements are not
guarantees of future performance and are subject to certain risks,
uncertainties and other factors, some of which are beyond our control, are
difficult to predict and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements. Risks and
uncertainties that may affect future results include, but are not limited to,
changes in the economy, interest rate movements, timely development by Wachovia
of technology enhancements for its products and operating systems, the ability
of Wachovia and its customers and vendors to address effectively Year 2000
issues, the impact of competitive products, services and pricing, Congressional
legislation and similar matters. We caution you not to place undue reliance on
forward-looking statements, which are subject to influence by the named risk
factors and unanticipated future events and which reflect our management's view
only as of the date of this prospectus supplement or the accompanying
prospectus. We are not obligated to update these statements or publicly release
the results of any revisions to them to reflect events or circumstances after
the date of this prospectus supplement or the accompanying prospectus, or to
reflect the occurrence of unanticipated events.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
The following unaudited table presents the consolidated ratio of earnings to
fixed charges of Wachovia 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, -----------------------------
1999 1998 1997 1996 1995 1994
------------ ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Including interest on deposits...... 1.70x 1.56x 1.40x 1.52x 1.50x 1.64x
Excluding interest on deposits...... 2.67x 2.33x 1.98x 2.22x 2.15x 2.47x
</TABLE>
S-5
<PAGE>
CAPITALIZATION
The following table sets forth the unaudited consolidated capitalization of
Wachovia as of March 31, 1999:
<TABLE>
<CAPTION>
Outstanding
-----------
(in
thousands)
<S> <C>
Long-term debt
Bank notes........................................................ $ 2,654,156
Other long-term debt.............................................. 5,316,295
-----------
Total long-term debt............................................ $ 7,970,451
Shareholders' equity
Common stock--$5 par value; 1,000,000,000 shares authorized;
202,898,450 shares outstanding................................... $ 1,014,492
Capital surplus................................................... 675,686
Retained earnings................................................. 3,681,119
Net unrealized gains on securities available-for-sale, net of
tax.............................................................. 60,642
-----------
Total shareholders' equity...................................... 5,431,939
-----------
Total long-term debt and shareholders' equity................... $13,402,390
===========
</TABLE>
There has been no material change in Wachovia's capitalization since March
31, 1999.
S-6
<PAGE>
SELECTED FINANCIAL INFORMATION
The summary below should be read in connection with the financial
information included in Wachovia's 1998 Annual Report on Form 10-K and in
Wachovia's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.
Wachovia prepared the information below on the basis of its consolidated
financial statements as of the dates indicated and for each of the five years
in the period ended December 31, 1998 and for the three-month periods ended
March 31, 1999 and 1998. Wachovia derived the consolidated summary of
operations data below for each of the three years in the period ended December
31, 1998 and the consolidated statement of condition data at December 31, 1998
and 1997 from its audited consolidated financial statements. Interim unaudited
data for the three months ended March 31, 1999 reflect, in the opinion of
Wachovia's management, all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of such data. Results for the
three months ended March 31, 1999 are not necessarily indicative of results
which may be expected for any other interim period or for the year as a whole.
<TABLE>
<CAPTION>
Three Months
Ended March 31, Year Ended December 31,
------------------ ------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
-------- -------- -------- -------- -------- -------- --------
(dollars in millions, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
Summary of Operations
Interest Income....... $ 1,130 $ 1,148 $ 4,665 $ 4,262 $ 4,010 $ 3,790 $ 3,026
Interest Expense...... 522 579 2,314 2,169 2,086 2,011 1,369
Other Income.......... 334 287 1,249 1,007 879 816 668
Other Expense......... 492 494 1,996 1,967 1,509 1,442 1,343
Net Income............ 243 195 874 593 757 708 624
Per Share Amounts
Net Income, Basic..... $ 1.20 $ 0.95 $ 4.26 $ 2.99 $ 3.70 $ 3.40 $ 3.00
Net Income, Diluted... 1.18 0.93 4.18 2.94 3.65 3.36 2.96
Weighted Average
Shares Outstanding,
Basic (thousands).... 203,119 205,894 205,058 198,290 204,889 208,230 208,117
Weighted Average
Shares Outstanding,
Diluted (thousands).. 206,959 210,158 209,153 201,901 207,432 210,600 210,651
Dividends............. $ 0.49 $ 0.44 $ 1.86 $ 1.68 $ 1.52 $ 1.38 $ 1.23
Statement of Condition
(Period-End)
Total Assets.......... $ 65,319 $ 65,125 $ 64,123 $ 65,397 $ 57,229 $ 55,792 $ 49,242
Interest Earning
Assets............... 57,660 57,464 56,537 57,333 50,728 50,182 44,164
Loans................. 46,393 44,498 45,719 44,194 38,007 35,585 31,664
Deposits.............. 40,288 39,857 40,995 42,654 35,322 34,355 30,296
Shareholders' Equity.. 5,432 5,237 5,338 5,174 4,608 4,601 3,910
Ratios
Return on Average
Assets............... 1.51% 1.24% 1.37% 1.03% 1.36% 1.37% 1.34%
Return on Average
Equity............... 18.31 15.29 16.92 13.08 16.99 17.00 16.37
Dividend Payout
Ratio................ 41.0 46.4 43.7 55.2 40.4 39.9 40.8
Average Equity to
Average Assets
Ratio................ 8.25 8.09 8.08 7.87 8.02 8.05 8.19
Tier 1 Risk Weighted
Capital Ratio........ 7.73 8.20 7.99 8.43 8.93 9.21 9.54
Total Risk Weighted
Capital Ratio........ 11.44 10.76 11.34 11.11 12.32 13.17 13.13
Tier 1 Leverage
Ratio................ 8.97 8.91 8.67 9.24 8.52 8.11 8.29
</TABLE>
S-7
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
Directors
The names, ages and positions of the directors of Wachovia as of December
31, 1998 (April 30, 1999 as to Mr. Baker) are shown below along with their
business experience during the past five years.
Leslie M. Baker, Jr., 56, Chairman of the Board of Wachovia and Wachovia
Bank since April 24, 1998; Chief Executive Officer of Wachovia since 1994;
Chief Executive Officer of Wachovia Bank since June 1, 1997 and from 1990 to
1993; President of Wachovia Bank from June 1, 1997 to April 1999 and from 1990
to 1993; and President and Chief Operating Officer of Wachovia from February 1,
1993 to December 31, 1993. He has served as a director of Wachovia Bank since
1990. He also serves as a director of Carolina Power & Light Company. Mr. Baker
first was elected a Director of Wachovia in 1993 and was elected for his
present term at the 1999 Annual Meeting of Shareholders.
James S. Balloun, 60, is Chairman, President and Chief Executive Officer of
National Service Industries, Inc., which is engaged in multi-industry
manufacturing and diversified services, positions he has held since 1996. Prior
thereto, he was a director with McKinsey & Company, Inc., a management
consulting firm. Mr. Balloun also serves as a director of Radiant Systems, Inc.
He first was elected a Director of Wachovia and Wachovia Bank to fill a vacancy
in October 1997. He was elected for his present term at the 1998 Annual Meeting
of Shareholders.
Peter C. Browing, 57, is President and Chief Executive Officer of Sonoco
Products Company, a global packaging company, a position he has held since
1998. Prior thereto, he served as President and Chief Operating Officer from
1996 to 1998 and as Executive Vice President from 1993 to 1996. Previously he
was President, Chairman and Chief Executive Officer of National Gypsum Company
from 1990 to 1993. He is also a member of the Board of Directors of Phoenix
Home Life Mutual Insurance Company and Lowe's Companies, Inc. Mr. Browing first
was elected a Director of Wachovia and Wachovia Bank to fill a vacancy in July
1997. He was elected for his present term at the 1998 Annual Meeting of
Shareholders.
John T. Casteen III, 55, is President of the University of Virginia. He was
a director of Jefferson Bankshares, Inc. from 1990 to 1997 and was named a
Director of Wachovia and Wachovia Bank in connection with its acquisition of
that company effective October 31, 1997. He was elected for his present term at
the 1998 Annual Meeting of Shareholders.
John L. Clendenin, 64, is a Chairman Emeritus of BellSouth Corporation, a
telecommunications holding company. He served as Chairman of the Board of
BellSouth until December 31, 1997, and as President and Chief Executive Officer
from January 1994 until his retirement as a management employee at the end of
1996. He also serves as a director of Coca-Cola Enterprises, Inc., Equifax
Inc., National Service Industries, Inc., RJR Nabisco Holdings Corp., The Kroger
Company, Springs Industries, Inc., Powerwave Technologies and The Home Depot,
Inc. He has been a director of Wachovia Bank since June 1997. Mr. Clendenin was
a director of First Atlanta Corporation (later merged into Wachovia) from 1981
to 1988, and was designated a Director of Wachovia upon its organization in
1985. He was elected for his present term at the 1997 Annual Meeting of
Shareholders.
Thomas K. Hearn, Jr., 61, is President of Wake Forest University. Dr. Hearn
has been a director of Wachovia Bank since June 1997 and, prior thereto, from
1988 to 1990. He was first elected a Director of Wachovia in 1993 and was
elected for his present term at the 1996 Annual Meeting of Shareholders.
George W. Henderson, III, 50, is Chairman, Chief Executive Officer and a
Director of Burlington Industries, Inc., which manufactures textiles and home
furnishings. He was elected Chairman of that company in February 1998 and Chief
Executive Officer in 1995. He also served as President from 1993 to 1998, Chief
Operating Officer from 1993 to 1995, and prior thereto as a Group Vice
President. Mr. Henderson also serves as a director of Jefferson Pilot
Corporation. He has been a director of Wachovia Bank since 1995, and first was
elected a Director of Wachovia at the 1997 Annual Meeting of Shareholders.
S-8
<PAGE>
W. Hayne Hipp, 58, is Chairman, President and Chief Executive Officer of The
Liberty Corporation, an insurance and broadcasting holding company. He also
serves as a director of The Liberty Corporation and SCANA Corporation. Mr. Hipp
was a director of South Carolina National Corporation from 1984 to 1991 and was
named a Director of Wachovia in connection with the acquisition of that company
in 1991. He has been a director of Wachovia Bank since June 1997. He was
elected for his present term at the 1998 Annual Meeting of Shareholders.
Robert A. Ingram, 56, is Chairman of Glaxo Wellcome Inc., a pharmaceutical
research and development company, a position he has held since October 1997. In
addition to his position as Chairman, he served as President from October 1997
to January 1999 and Chief Executive Officer from 1994 to January 1999. From
1993 to 1994, he served as President and Chief Operating Officer of Glaxo Inc.
In 1997, Mr. Ingram was elected as Chief Executive of Glaxo Wellcome plc, the
parent company of Glaxo Wellcome Inc., and Chairman of Nippon Glaxo in Japan.
He served as an Executive Director of Glaxo Wellcome plc from September 1996
until October 1997. He was elected for his present term at the 1997 Annual
Meeting of Shareholders.
George R. Lewis, 57, is President and Chief Executive Officer of Philip
Morris Capital Corporation, which engages in various financing and investment
activities, positions he has held since 1997. Prior thereto, from 1984 to 1997,
he was Vice President and Treasurer of Philip Morris Companies Inc., the parent
company of Philip Morris Capital Corporation, which engages in the manufacture
and sale of various consumer products. He serves as a director of Ceridian
Corporation and Kemper National Insurance Companies. Mr. Lewis was a director
of Central Fidelity Banks, Inc. from 1985 to 1997 and was named a Director of
Wachovia and Wachovia Bank in connection with its acquisition of that company
effective December 15, 1997. He was elected for his present term at the 1998
Annual Meeting of Shareholders.
Elizabeth Valk Long, 48, is Executive Vice President of Time Inc., a Time
Warner subsidiary and a publisher and direct marketer of magazines, books,
music and video, a position she has held since May 1995. She was named
President of Time magazine in September 1993, having served as Publisher since
1991. Between 1986 and 1991, she served successively as Publisher of Life
magazine and Publisher of People magazine. Ms. Long also is a director of the
J.M. Smucker Company. She was elected for her present term at the January 1999
meeting of the Board of Directors.
John G. Medlin, Jr., 65, is Chairman Emeritus of Wachovia. He served as
Chairman of the Board from 1988 to April 1998 and as Chief Executive Officer
from 1977 until his retirement from management on December 31, 1993. Mr. Medlin
is a director of BellSouth Corporation, Burlington Industries, Inc., Media
General, Inc., National Service Industries, Inc., and USAirways Group, Inc. He
was elected a director of Wachovia Bank in June 1997, after previously serving
as a director from 1974 to 1994, and was Chairman of Wachovia Bank from June
1997 to April 1998 and from 1985 to 1994. Mr. Medlin was designated a Director
of Wachovia upon its organization in 1985 and was elected for his present term
at the 1997 Annual Meeting of Shareholders.
Lloyd U. Noland, III, 55, is Chairman, President, Chief Executive Officer
and a Director of Noland Company, a supplier of industrial products. He was a
director of Central Fidelity Banks, Inc. from 1987 to 1997 and was named a
Director of Wachovia and Wachovia Bank in connection with its acquisition of
that company effective December 15, 1997. He was elected for his present term
at the 1998 Annual Meeting of Shareholders.
Sherwood H. Smith, Jr., 64, is Chairman of the Board of Carolina Power &
Light Company, a public utility. He also served that company as Chief Executive
Officer from 1979 until 1996 and President until 1992. He serves as a director
of Northern Telecom, Inc. and Springs Industries, Inc. and a Trustee of
Northwestern Mutual Life Insurance Company. Mr. Smith has been a director of
Wachovia Bank since June 1997 and, prior thereto, from 1980 to 1990 and was
designated a Director of Wachovia upon its organization in 1985. He was elected
for his present term at the 1998 Annual Meeting of Shareholders.
S-9
<PAGE>
John C. Whitaker, Jr., 61, is Chairman of the Board and Chief Executive
Officer of Inmar Enterprises, Inc., an information services and transaction
processing company. He has been a director of Wachovia Bank since June 1997
and, prior thereto, from 1990 until 1996. He was first elected a Director of
Wachovia at the 1996 Annual Meeting of Shareholders.
Officers
The names, ages and positions of the principal corporate officers of
Wachovia as of April 1, 1999 are shown below along with their business
experience during the past five years and the year of their employment with
Wachovia and its subsidiaries.
<TABLE>
<CAPTION>
Business Experience During Past Five Years and
Name, Age and Position Year Employed
---------------------- ----------------------------------------------
<C> <S>
Leslie M. Baker, Jr., 56.... Chairman of the Board of Wachovia Bank since
Chairman of the Board since April 1998; Chief Executive Officer of Wachovia
April 1998; Chief Executive Bank since June 1997; President of Wachovia,
Officer since January 1994 1993-April 1999; President of Wachovia Bank,
June 1997-April 1999; Chief Operating Officer of
Wachovia, February-December 1993; Executive Vice
President of Wachovia until January 1993;
President and Chief Executive Officer of
Wachovia Corporation of North Carolina, January
1990-March 1993; President and Chief Executive
Officer of Wachovia Bank of North Carolina,
N.A., January 1990-May 1993. Employed in 1969.
Mickey W. Dry, 59........... Executive Vice President of Wachovia, November
Senior Executive Vice 1989-October 1997; Senior Executive Vice
President since October President of Wachovia Bank since July 1997;
1997 and Chief Credit Executive Vice President of Wachovia Bank of
Officer since November 1989 North Carolina, N.A., October 1989-July 1997.
Employed in 1961.
Walter E. Leonard, Jr., 53.. Senior Executive Vice President of Wachovia,
Vice Chairman since April October 1997-April 1999; Executive Vice
1999 President of Wachovia, October 1988-October
1997; Senior Executive Vice President of
Wachovia Bank since July 1997; Executive Vice
President of Wachovia Bank of Georgia, N.A.
until June 1997; President of Wachovia
Operational Services Corporation since 1988.
Employed in 1965.
Kenneth W. McAllister, 50... Executive Vice President of Wachovia, January
Senior Executive Vice 1994-October 1997. Employed in 1988.
President since October
1997 and General Counsel
since 1988
Robert S. McCoy, Jr., 60.... Senior Executive Vice President of Wachovia,
Vice Chairman since April October 1997-April 1999; Executive Vice
1999 and Chief Financial President of Wachovia, January 1992-October
Officer since September 1997; Senior Executive Vice President of
1992 Wachovia Bank since July 1997; Executive Vice
President of Wachovia Bank of North Carolina,
N.A., 1992-1997; Chief Financial Officer of
Wachovia Bank of North Carolina, N.A. since
1992. Employed in 1984.
</TABLE>
S-10
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<TABLE>
<CAPTION>
Name, Age and Position Business Experience During Past Five Years and Year Employed
- ---------------------- ------------------------------------------------------------
<S> <C>
G. Joseph Prendergast, 53... Senior Executive Vice President of Wachovia, October 1997-
President and Chief April 1999; Executive Vice President of Wachovia, October
Operating Officer since 1988-October 1997; Senior Executive Vice President of
April 1999 Wachovia Bank since July 1997; Chairman of Wachovia Bank of
Georgia, N.A., January 1994-June 1997; Chairman of Wachovia
Bank of South Carolina, N.A., July 1995-June 1997; President
and Chief Executive Officer of Wachovia Bank of Georgia,
N.A., January 1993-January 1995; President and Chief
Executive Officer of Wachovia Corporate Services, Inc. until
July 1994; President and Chief Executive Officer of Wachovia
Corporation of Georgia, January 1993-March 1993. Employed in
1973.
</TABLE>
USE OF PROCEEDS
We will use the estimated net proceeds from the sale of the Notes (as set
forth opposite "Proceeds, before expenses, to Wachovia Corporation" on the
cover page of this prospectus supplement) for general corporate purposes,
principally to fund investments in, or extensions of credit to, our banking and
nonbanking subsidiaries, to fund repurchases of our common stock under our
ongoing stock buyback program and to replenish cash previously used for the
foregoing purposes. We also may use such net proceeds to allow our subsidiaries
to repay borrowings incurred by such subsidiaries. Specific allocations of the
proceeds to such purposes have not been made at the date of this prospectus
supplement, although our management has determined that funds should be
borrowed at this time in anticipation of future funding or capital requirements
of our subsidiaries or funding requirements of our stock buyback program. The
precise amount and timing of investments in and extensions of credit to the
subsidiaries will depend upon their funding requirements and the availability
of other funds to us and our subsidiaries. In addition to the foregoing, we
also may use a portion of the net proceeds to fund possible acquisitions if
suitable opportunities develop in the future. Based upon anticipated future
financing requirements, we expect that we will, from time to time, engage in
additional financings of a character and in amounts to be determined.
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DESCRIPTION OF THE NOTES
You should read the information in this section in conjunction with the
statements under "Description of Debt Securities" beginning on page 5 of the
accompanying prospectus. If this summary of the terms of the Notes differs in
any way from the "Description of Debt Securities" in the prospectus, you should
rely on this summary.
General
The Notes mature on June 21, 2004 and bear interest at 6.70% per annum. The
initial aggregate principal amount of the Notes is $600,000,000.
The Notes:
. will be issued in U.S. dollars in denominations of $1,000 and integral
multiples of $1,000;
. will be issued pursuant to an indenture dated as of August 15, 1996
(referred to as the "Senior Indenture" in the accompanying prospectus)
between Wachovia and The Chase Manhattan Bank, as trustee (referred to
as the "Senior Trustee" in the accompanying prospectus), and will
represent a new and separate series of Senior Securities (as that term
is used in the accompanying prospectus) under that indenture;
. are not redeemable before maturity, except as set forth under "--
Redemption for Tax Reasons" below;
. are not subject to any sinking fund;
. will be represented by one or more global certificates in fully
registered form, and except in certain limited circumstances, will not
be issued in individual certificated form (if the Notes are issued in
individual certificated form, they will be issued in registered form,
and payments of principal and interest will be made according to
alternative arrangements);
. represent unsecured and unsubordinated debt;
. will be repaid at par at maturity; and
. will rank pari passu with Wachovia's other unsecured and unsubordinated
debt.
Interest:
. is payable on June 21 and December 21 of each year, payable to the
persons in whose names the Notes are registered at the close of business
on June 6 or December 6, as the case may be, prior to the payment date;
. will be calculated on the basis of a 360-day year of twelve 30-day
months; and
. payments begin on December 21, 1999 and interest will begin to accrue
from June 21, 1999.
We will deliver to the trustee, annually, an officers' certificate as to the
existence or absence of defaults under the indenture. We may, without the
consent of the holders of the Notes, issue additional securities having the
same ranking and the same interest rate, maturity and other terms as the Notes.
Book-Entry, Delivery and Form
The Notes will be issued in the form of one or more definitive global
securities in registered form (each, a "Global Security"). The Global
Securities will be deposited, until all obligations of Wachovia with respect to
the Notes are satisfied, with, or on behalf of, The Depository Trust Company
("DTC") and registered, at the request of DTC, in the name of Cede & Co.
Beneficial interests in the Global Securities will be represented through book-
entry accounts of financial institutions acting on behalf of beneficial owners
as direct and indirect participants in DTC (the "DTC Participants"). Investors
may elect to hold their interests in the Global Securities through either DTC
or Cedelbank or Morgan Guaranty Trust Company of New York, Brussels
S-12
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Office, as operator of the Euroclear System ("Euroclear"), either directly if
they are participants in such systems, or indirectly through organizations that
are participants in such systems. Cedelbank and Euroclear will hold interests
on behalf of their participants through customers' securities accounts in
Cedelbank's and Euroclear's names on the books of their respective U.S.
depositaries, which in turn will hold such interests in customers' securities
accounts in the U.S. depositaries' names on the books of DTC. The Chase
Manhattan Bank will act as U.S. depositary for Euroclear, and Citibank, N.A.
will act as U.S. depositary for Cedelbank (in such capacities, the "U.S.
Depositaries"). Beneficial interests in the Global Securities may be held in
denominations of $1,000 and integral multiples of $1,000. The Global Securities
may be transferred, as a whole but not in part, only to another nominee of DTC
or to a successor of DTC or its nominee.
So long as DTC or its nominee is the registered owner of a Global Security,
DTC or such nominee, as the case may be, will be considered the sole owner and
holder of the Notes represented by such Global Security for all purposes of the
Notes and the indenture, as the case may be. Owners of beneficial interests in
Global Securities will not be entitled to have the Notes represented by such
Global Securities registered in their names. Accordingly, each person owning a
beneficial interest in a Global Security must rely on the procedures of DTC, or
its nominee, and, if such person is not a participant, on the procedures of the
participant through which such person owns its interest, to exercise any rights
of a holder of Notes.
Principal and interest payments on Notes registered in the name of DTC or
its nominee will be made to DTC or its nominee, as the case may be, as the
registered owner of the Global Securities. None of Wachovia, the Trustee or any
paying agent or registrar for the Notes will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial interests in the Global Securities or for maintaining,
supervising or reviewing any records relating to such beneficial interests.
We expect that DTC or its nominee, upon receipt of any payment of principal
or interest, will credit the participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of the Global Securities as shown on the records of DTC or its nominee. We also
expect that payments by participants to owners of beneficial interests in the
Global Securities held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
in "street name", and will be the responsibility of such participants.
DTC advises that it is a limited-purpose trust company organized under the
laws of the State of New York, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code and a "clearing agency" registered under the provisions of Section 17A of
the Securities Exchange Act of 1934, as amended. DTC was created to hold
securities of DTC Participants and to facilitate the clearance and settlement
of securities transactions among DTC Participants in such securities through
electronic book-entry changes in accounts of DTC Participants, thereby
eliminating the need for physical movement of securities. DTC Participants
include securities brokers and dealers (including underwriters), banks, trust
companies, clearing corporations and certain other organizations. Access to
DTC's book-entry system is also available to others, such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a DTC Participant, either directly or indirectly. DTC agrees
with and represents to DTC Participants that it will administer its book-entry
system in accordance with its rules and by-laws and requirements of law.
DTC also advises that:
1. DTC management is aware that some computer applications, systems and
the like for processing data ("Systems") that are dependent upon calendar
dates, including dates before, on, and after January 1, 2000, may encounter
"Year 2000 problems". DTC has informed DTC Participants and other members
of the financial community (the "Industry") that it has developed and is
implementing a program so that its Systems, as the same relate to the
timely payment of distributions (including principal and income payments)
to securityholders, book-entry deliveries, and settlement of trades within
DTC ("DTC Services"), continue to function appropriately. This program
includes a technical assessment and a
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remediation plan, each of which is complete. Additionally, DTC's plan
includes a testing phase, which is expected to be completed within
appropriate time frames.
2. DTC's ability to perform properly its services is also dependent upon
other parties, including but not limited to issuers and their agents, as
well as third party vendors from whom DTC licenses software and hardware,
and third party vendors on whom DTC relies for information or the provision
of services, including telecommunication and electrical utility service
providers, among others. DTC has informed the Industry that it is
contacting (and will continue to contact) third party vendors from whom DTC
acquires services to: (i) impress upon them the importance of such services
being Year 2000 compliant and (ii) determine the extent of their efforts
for Year 2000 remediation (and, as appropriate, testing) of their services.
In addition, DTC is in the process of developing such contingency plans as
it deems appropriate.
3. The foregoing information with respect to DTC has been provided to
the Industry for informational purposes only and is not intended to serve
as a representation, warranty or contract modification of any kind.
Cedelbank advises that it is incorporated under the laws of Luxembourg as a
professional depositary. Cedelbank holds securities for its participating
organizations ("Cedelbank Participants") and facilitates the clearance and
settlement of securities transactions among Cedelbank Participants through
electronic book-entry changes in accounts of Cedelbank Participants, thereby
eliminating the need for physical movement of certificates. Cedelbank provides
to Cedelbank Participants, among other things, services for safekeeping,
administration, clearance and settlement of internationally traded securities
and securities lending and borrowing. Cedelbank interfaces with domestic
markets in several countries. As a professional depositary, Cedelbank is
subject to regulation by the Luxembourg Monetary Institute. Cedelbank
Participants are recognized financial institutions around the world, including
underwriters, securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations and may include the underwriters.
Indirect access to Cedelbank is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a Cedelbank Participant either directly or indirectly.
Distributions with respect to Notes held beneficially through Cedelbank will
be credited to cash accounts of Cedelbank Participants in accordance with its
rules and procedures, to the extent received by the U.S. Depositary for
Cedelbank.
Euroclear advises that it was created in 1968 to hold securities for
participants of Euroclear ("Euroclear Participants") and to clear and settle
transactions among Euroclear Participants through simultaneous electronic book-
entry delivery against payment, thereby eliminating the need for physical
movement of certificates and any risk from lack of simultaneous transfers of
securities and cash. Euroclear includes various other services, including
securities lending and borrowing, and interfaces with domestic markets in
several countries. Euroclear is operated by the Brussels, Belgium office of
Morgan Guaranty Trust Company of New York (the "Euroclear Operator"), under
contract with Euroclear Clearance Systems S.C, a Belgian cooperative
corporation (the "Cooperative"). All operations are conducted by the Euroclear
Operator, and all Euroclear securities clearance accounts and Euroclear cash
accounts are accounts with the Euroclear Operator, not the Cooperative. The
Cooperative establishes policies for Euroclear on behalf of Euroclear
Participants. Euroclear Participants include banks (including central banks),
securities brokers and dealers and other professional financial intermediaries
and may include the underwriters. Indirect access to Euroclear is also
available to other firms that clear through or maintain a custodial
relationship with a Euroclear Participant, either directly or indirectly.
The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it
is regulated and examined by the Board of Governors of the Federal Reserve
System and the New York State Banking Department, as well as the Belgian
Banking Commission.
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<PAGE>
Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System, and applicable Belgian
law (collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within Euroclear, withdrawals of securities
and cash from Euroclear, and receipts of payments with respect to securities in
Euroclear. All securities in Euroclear are held on a fungible basis without
attribution of specific certificates to specific securities clearance accounts.
The Euroclear Operator acts under the Terms and Conditions only on behalf of
Euroclear Participants, and has no record of or relationship with persons
holding through Euroclear Participants.
Distributions with respect to Notes held beneficially through Euroclear will
be credited to the cash accounts of Euroclear Participants in accordance with
the Terms and Conditions, to the extent received by the U.S. Depositary for
Euroclear.
Notes will not be issued in individual certificated form, except in very
limited circumstances as set forth under "Description of Debt Securities--Book
Entry Securities" in the accompanying prospectus. In addition, if any of
Euroclear, Cedelbank or DTC notifies Wachovia that it is unwilling or unable to
continue as a clearing system in connection with the Global Securities or, in
the case of DTC only, DTC ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and in each case a successor
clearing system is not appointed by Wachovia within 90 days after receiving
such notice from Euroclear, Cedelbank or DTC or on becoming aware that DTC is
no longer so registered, Wachovia, will issue or cause to be issued individual
certificates in registered form on registration of transfer of, or in exchange
for, book-entry interests in the Notes represented by such Global Securities
upon delivery of such Global Securities for cancellation. In the event
individual certificates for the Notes are issued, the holders thereof will be
able to receive payments on the Notes and effect transfers of the Notes at the
offices of the Luxembourg paying agent and transfer agent. Wachovia has
appointed Banque Internationale a Luxembourg S.A. as paying agent and transfer
agent in Luxembourg with respect to the Notes in individual certificated form,
and as long as the Notes are listed on the Luxembourg Stock Exchange, Wachovia
will maintain a paying agent and transfer agent in Luxembourg, and any change
in the Luxembourg paying agent and transfer agent will be published in
Luxembourg. See "--Notices" on page S-18 below.
Global Clearance and Settlement Procedures
Initial settlement for the Notes will be made in immediately available
funds. Secondary market trading between DTC Participants will occur in the
ordinary way in accordance with DTC rules and will be settled in immediately
available funds using DTC's Same-Day Funds Settlement System. Secondary market
trading between Cedelbank Participants and/or Euroclear Participants will occur
in the ordinary way in accordance with the applicable rules and operating
procedures of Cedelbank and Euroclear and will be settled using the procedures
applicable to conventional Eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly
through DTC on the one hand, and directly or indirectly through Cedelbank or
Euroclear Participants, on the other, will be effected in DTC in accordance
with DTC's rules on behalf of the relevant European international clearing
system by its U.S. Depositary; however, such cross-market transactions will
require delivery of instructions to the relevant European international
clearing system by the counterparty in such systems in accordance with its
rules and procedures and within its established deadlines (European time). The
relevant European international clearing system will, if the transaction meets
its settlement requirements, deliver instructions to its U.S. Depositary to
take action to effect final settlement on its behalf by delivering or receiving
Notes in DTC, and making or receiving payment in accordance with normal
procedures for same-day funds settlement applicable to DTC. Cedelbank
Participants and Euroclear Participants may not deliver instructions directly
to the U.S. Depositaries.
Because of time-zone differences, credits of Notes received in Cedelbank or
Euroclear as a result of a transaction with a DTC Participant will be made
during subsequent securities settlement processing and dated the business day
following the DTC settlement date. Such credits or any transactions in such
Notes settled during such processing will be reported to the relevant Euroclear
or Cedelbank Participants on such business
S-15
<PAGE>
day. Cash received in Cedelbank or Euroclear as a result of sales of Notes by
or through a Cedelbank Participant or a Euroclear Participant to a DTC
Participant will be received with value on the DTC settlement date but will be
available in the relevant Cedelbank or Euroclear cash account only as of the
business day following settlement in DTC.
Although DTC, Cedelbank and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of Notes among participants of DTC,
Cedelbank and Euroclear, they are under no obligation to perform or continue to
perform such procedures and such procedures may be discontinued at any time.
Payment of Additional Amounts
Wachovia or any successor corporation will, subject to the exceptions and
limitations set forth below, pay as additional interest on the Notes such
additional amounts as are necessary in order that the net payment by Wachovia
or any successor corporation or a paying agent of the principal of and interest
on the Notes to a holder who is a Non-U.S. person (as defined below), after
deduction for any present or future tax, assessment or governmental charge of
the United States or a political subdivision or taxing authority thereof or
therein or any jurisdiction from or through which payment on the Notes is made
by Wachovia or any successor corporation or its paying agent in its capacity as
such or any political subdivision or governmental authority thereof or therein
having the power to tax, or any other jurisdiction in which Wachovia or any
successor corporation is organized, or any political subdivision or
governmental authority thereof or therein having the power to tax, will not be
less than the amount provided in the Notes to be then due and payable;
provided, however, that the foregoing obligation to pay additional amounts will
not apply:
(1) to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the holder, or a fiduciary, settlor,
beneficiary, member or shareholder of the holder if the holder is an
estate, trust, partnership or corporation, or a person holding a power over
an estate or trust administered by a fiduciary holder, being considered as:
. being or having been present or engaged in trade or business in the
United States or having or having had a permanent establishment in
the United States;
. having a current or former relationship with the United States as a
citizen or resident thereof;
. being or having been a foreign or domestic personal holding company,
a passive foreign investment company or a controlled foreign
corporation with respect to the United States or a corporation that
has accumulated earnings to avoid United States federal income tax;
or
. being or having been a "10-percent shareholder" of Wachovia as
defined in section 871(h)(3) of the United States Internal Revenue
Code of 1986, as amended (the "Code"), or any successor provision;
(2) to any holder that is not the sole beneficial owner of the Notes, or
a portion thereof, or that is a fiduciary or partnership, but only to the
extent that a beneficiary or settlor with respect to the fiduciary or a
beneficial owner or member of the partnership would not have been entitled
to the payment of an additional amount had the beneficiary, settlor,
beneficial owner or member received directly its beneficial or distributive
share of the payment;
(3) to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the failure of the holder or any other person
to comply with certification, identification or information reporting
requirements concerning the nationality, residence, identity or connection
with the United States of the holder or beneficial owner of such Notes, if
compliance is required by statute, by regulation of the United States
Treasury Department or by an applicable income tax treaty to which the
United States is a party as a precondition to exemption from, or reduction
of, such tax, assessment or other governmental charge;
(4) to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by Wachovia or a paying agent from the
payment;
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<PAGE>
(5) to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of a change in law, regulation, or administrative
or judicial interpretation that becomes effective more than 30 days after
the payment becomes due or is duly provided for, whichever occurs later;
(6) to an estate, inheritance, gift, excise, transfer, wealth or
personal property tax or a similar tax, assessment or governmental charge;
(7) to any tax, assessment or other governmental charge required to be
withheld by any paying agent from any payment of principal of or interest
on any Note, if such payment can be made without such withholding by any
other paying agent; or
(8) in the case of any combination of items (1), (2), (3), (4), (5), (6)
or (7) above.
Notwithstanding the above, Wachovia or any successor corporation will pay
any present or future stamp, court or documentary taxes or any excise taxes or
property taxes, charges or similar levies which arise from the execution,
delivery or registration of the Notes or any other document or instrument
relating thereto, excluding any such taxes, charges or similar levies imposed
by any jurisdiction other than any jurisdiction from or through which payment
on the Notes is made by Wachovia or any successor corporation or its paying
agent in its capacity as such, or any political subdivision or governmental
authority thereof or therein having the power to tax or any other jurisdiction
in which Wachovia or any successor corporation is organized, or any political
subdivision or governmental authority thereof or therein having the power to
tax.
The Notes are subject in all cases to any tax, fiscal or other law or
regulation or administrative or judicial interpretation applicable thereto.
Except as specifically provided under this heading "--Payment of Additional
Amounts", Wachovia will not be required to make any payment with respect to any
tax, assessment or governmental charge imposed by any government or a political
subdivision or taxing authority thereof or therein.
As used under this heading "--Payment of Additional Amounts" and under the
headings "--Redemption for Tax Reasons" and "Certain United States Federal
Income Tax Consequences to Non-United States Holders", the term "U.S. person"
means
. a citizen or resident of the United States,
. a corporation or partnership created or organized in or under the laws
of the United States or any political subdivision thereof,
. an estate the income of which is subject to United States federal income
taxation regardless of its source, or
. a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions
of the trust or if the trust elects under United States Treasury
Regulations to be treated as a U.S. person.
A "Non-U.S. person" means a person who is not a U.S. person.
Redemption for Tax Reasons
If (1) as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any change
in, or amendments to, the official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
is announced or becomes effective on or after the date of this prospectus
supplement, Wachovia becomes or will become obligated to pay additional amounts
as described under the heading "--Payment of Additional Amounts" beginning on
page S-16 above, or (2) any act is taken by a taxing authority of the United
States on or after the date of this prospectus supplement, whether or not such
act is taken with respect to Wachovia or any affiliate, that results in a
substantial
S-17
<PAGE>
probability that Wachovia will or may be required to pay such additional
amounts, then Wachovia may, at its option, redeem the Notes, in whole but not
in part, on not less than 30 nor more than 60 days' prior notice, at a
redemption price equal to 100% of the principal amount of the Notes, together
with interest accrued but unpaid thereon to the date fixed for redemption;
provided that Wachovia determines, in its reasonable business judgment, that
the obligation to pay such additional amounts cannot be avoided by the use of
reasonable measures available to it, not including substitution of the obligor
under the Notes. No redemption pursuant to (2) above may be made unless
Wachovia has received an opinion of independent counsel to the effect that an
act taken by a taxing authority of the United States results in a substantial
probability that it will or may be required to pay the additional amounts
described under the heading "--Payment of Additional Amounts" beginning on page
S-16 above and Wachovia has delivered to the trustee a certificate, signed by a
duly authorized officer, stating that based on such opinion Wachovia is
entitled to redeem the Notes pursuant to their terms.
Notices
Notices to holders of the Notes will be published in certain authorized
newspapers in New York City, in London, and, so long as the Notes are listed on
the Luxembourg Stock Exchange, in Luxembourg. It is expected that publication
will be made in New York City in The Wall Street Journal, in London in the
Financial Times, and in Luxembourg in the Luxembourg Wort. Any such notice
shall be deemed to have been given on the date of such publication or, if
published more than once, on the date of the first such publication. So long as
the Notes are listed on the Luxembourg Stock Exchange, we will publish notice
of any change in the Luxembourg paying agent and transfer agent in Luxembourg
in this manner.
Applicable Law
The Notes and the Indenture will be governed by and construed in accordance
with the laws of the State of New York.
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CERTAIN UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES TO NON-UNITED STATES HOLDERS
The following summarizes certain United States federal income tax
consequences of the ownership of Notes to non-United States Holders as of the
date of this prospectus supplement. Except where noted, this summary deals only
with Notes held as capital assets and does not deal with special situations.
For example, this summary does not address:
. tax consequences to holders who may be subject to special tax treatment,
such as dealers in securities or currencies, financial institutions,
tax-exempt entities or life insurance companies;
. tax consequences to persons holding Notes as part of a hedging,
integrated, constructive sale or conversion transaction or a straddle;
. tax consequences to holders of Notes whose "functional currency" is not
the U.S. dollar;
. alternative minimum tax consequences, if any; or
. any state, local or foreign tax consequences.
The discussion below is based upon the provisions of the Code, and
regulations, rulings and judicial decisions as of the date of this prospectus
supplement. Those authorities may be changed, perhaps retroactively, so as to
result in United States federal income tax consequences different from those
discussed below.
If you are considering the purchase of Notes, you should consult your own
tax advisors concerning the tax consequences to you in light of your particular
situation.
U.S. Federal Withholding Tax
The 30% U.S. federal withholding tax will not apply to any payment of
principal or interest on Notes provided that:
. you do not actually or constructively own 10% or more of the total
combined voting power of all classes of our voting stock within the
meaning of the Code and U.S. Treasury regulations;
. you are not a controlled foreign corporation that is related to us
through stock ownership;
. you are not a bank whose receipt of interest on the Notes is described
in the Code; and
. either (a) you provide your name and address on an IRS Form W-8, and
certify, under penalty of perjury, that you are not a U.S. person or (b)
a financial institution holding the Notes on your behalf certifies,
under penalty of perjury, that it has received an IRS Form W-8 from you
as the beneficial owner and provides us with a copy.
If you cannot satisfy the requirements described above, payments of interest
made to you will be subject to the 30% U.S. federal withholding tax unless you
provide us with a properly executed (1) IRS Form 1001 claiming an exemption
from, or reduction in, withholding under the benefit of an applicable tax
treaty or (2) IRS Form 4224 stating that interest paid on the Notes is not
subject to withholding tax because it is effectively connected with your
conduct of a trade or business in the United States.
Except as discussed below, the 30% U.S. federal withholding tax will not
apply to any gain or income that you realize on the sale, exchange, retirement
or other disposition of Notes.
U.S. Federal Estate Tax
Your estate will not be subject to U.S. federal estate tax on Notes
beneficially owned by you at the time of your death, provided that (1) you do
not own 10% or more of the total combined voting power of all classes of
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<PAGE>
our voting stock, within the meaning of the Code and U.S. Treasury regulations,
and (2) interest on those Notes would not have been, if received at the time of
your death, effectively connected with the conduct by you of a trade or
business in the United States.
U.S. Federal Income Tax
If you are engaged in a trade or business in the United States and interest
on the Notes is effectively connected with the conduct of that trade or
business, you will be subject to U.S. federal income tax on that interest on a
net income basis (although exempt from the 30% withholding tax) in the same
manner as if you were a U.S. person as defined under the Code. In addition, if
you are a foreign corporation, you may be subject to a branch profits tax equal
to 30% (or lower applicable treaty rate) of your earnings and profits for the
taxable year, subject to adjustments, that are effectively connected with the
conduct by you of a trade or business in the United States. For this purpose,
interest on Notes will be included in earnings and profits.
Any gain or income realized by you on the disposition of a Note generally
will not be subject to U.S. federal income or withholding tax unless:
(1) that gain or income is effectively connected with the conduct of a
trade or business in the United States by you;
(2) you are an individual who is present in the United States for 183
days or more in the taxable year of that disposition, and certain other
conditions are met; or
(3) to the extent the gain is considered accrued but unpaid interest on
a Note, the requirements described above are not satisfied.
Information Reporting and Backup Withholding
In general, you will not be required to provide information reporting and
backup withholding regarding payments that we make to you provided that we do
not have actual knowledge that you are a U.S. person and we have received from
you the statement described above under "--U.S. Federal Withholding Tax" on
page S-19.
In addition, you will not be required to pay backup withholding and provide
information reporting regarding the proceeds of the sale of a Note made within
the United States or conducted through certain U.S. related financial
intermediaries if the payor receives the statement described above and does not
have actual knowledge that you are a U.S. person, as defined under the Code, or
you otherwise establish an exemption.
U.S. Treasury regulations were recently issued that generally modify the
information reporting and backup withholding rules applicable to certain
payments made after December 31, 2000. In general, the new U.S. Treasury
regulations would not significantly alter the present rules discussed above,
except in certain special situations.
Any amounts withheld under the backup withholding rules will be allowed as a
refund or a credit against your U.S. federal income tax liability provided the
required information is furnished to the IRS.
S-20
<PAGE>
UNDERWRITING
We are selling the Notes to the underwriters named below pursuant to an
underwriting agreement dated June 15, 1999. Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Wachovia Securities, Inc. are acting as Managers.
Subject to certain conditions, we have agreed to sell to each of the
underwriters, and each of the underwriters has severally agreed to purchase,
the principal amount of Notes set forth in the following table:
<TABLE>
<CAPTION>
Principal Amount
Underwriters of Notes
------------ ----------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated....................................... $300,000,000
Wachovia Securities, Inc.................................... 180,000,000
Chase Securities Inc. ...................................... 20,000,000
Credit Suisse First Boston Corporation...................... 20,000,000
Goldman, Sachs & Co. ....................................... 20,000,000
Lehman Brothers Inc. ....................................... 20,000,000
Morgan Stanley & Co. Incorporated........................... 20,000,000
Salomon Smith Barney Inc. .................................. 20,000,000
------------
Total.................................................. $600,000,000
============
</TABLE>
Under the terms and conditions of the underwriting agreement, if the
underwriters take any of the Notes, then they are obligated to take and pay for
all of the Notes.
The Notes are a new issue of securities with no established trading market.
We have been advised by the underwriters that the underwriters intend to make a
market in the Notes, but they are not obligated to do so and may discontinue
market making at any time without notice. We cannot give any assurance as to
the liquidity of any trading market for the Notes.
The underwriters propose initially to offer the Notes to the public at the
public offering price set forth on the cover page of this prospectus supplement
and to offer some of the Notes to certain dealers at the public offering price
less a concession not in excess of .2% of the principal amount. The
underwriters may allow, and such dealers may reallow, a concession to certain
other dealers not in excess of .125% of the principal amount. After the initial
public offering, the underwriters may change the public offering price and such
concessions.
The Notes are offered for sale in those jurisdictions in the United States,
Europe and Asia where it is legal to make such offers. We have applied to have
the Notes listed on the Luxembourg Stock Exchange.
Each of the underwriters has agreed that it will not offer, sell or deliver
any of the Notes, directly or indirectly, or distribute this prospectus
supplement or the accompanying prospectus or any other offering material
relating to the Notes, in or from any jurisdiction except under circumstances
that will, to the best knowledge and belief of such underwriter, result in
compliance with the applicable laws and regulations thereof and which will not
impose any obligations on Wachovia except as set forth in the underwriting
agreement.
Each underwriter has represented and agreed that
. it has not offered or sold, and, prior to the expiration of the period
of six months from the closing date for the Notes, will not offer or
sell any Notes to persons in the United Kingdom, except to those persons
whose ordinary activities involve them in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purposes of
their businesses or otherwise in circumstances which have not resulted
and will not result in an offer to the public in the United Kingdom
within the meaning of the Public Offers of Securities Regulations 1995,
S-21
<PAGE>
. it has complied and will comply with all applicable provisions of the
Financial Services Act of 1986, with respect to anything done by it in
relation to the Notes in, from or otherwise involving the United
Kingdom, and
. it has only issued or passed on and will only issue or pass on in the
United Kingdom any document received by it in connection with the issue
of the Notes to a person who is of a kind described in Article 11(3) of
the Financial Services Act 1986 (Investment Advertisements) (Exemptions)
Order 1996, as amended, or is a person to whom such documents may
otherwise lawfully be issued or passed on.
The Notes have not been and will not be registered under the Securities and
Exchange Law of Japan and each of the underwriters and each of their affiliates
has represented and agreed that it has not offered or sold, and it will not
offer or sell, directly or indirectly, any of the Notes in or to residents of
Japan or to any persons for reoffering or resale, directly or indirectly in
Japan or to any resident of Japan, except pursuant to an exemption from the
registration requirements of the Securities and Exchange Law available
thereunder and in compliance with the other relevant laws and regulations of
Japan.
Each of the underwriters and each of their affiliates has represented and
agreed that it has not offered or sold, and it will not offer or sell, the
Notes by means of any document to persons in Hong Kong other than persons whose
ordinary business it is to buy or sell shares or debentures, whether as
principal or agent, or otherwise in circumstances which do not constitute an
offer to the public within the meaning of the Hong Kong Companies Ordinance
(Chapter 32 of the Laws of Hong Kong).
Each underwriter has represented and agreed that it has not, directly or
indirectly, offered or sold and will not, directly or indirectly, offer or sell
in the Netherlands any of the Notes to any persons other than persons who trade
or invest in securities in the conduct of a profession or business (which
includes banks, stockbrokers, insurance companies, pension funds, other
institutional investors and finance companies and treasury departments of large
enterprises).
Purchasers of the Notes may be required to pay stamp taxes and other charges
in accordance with the laws and practices of the country of purchase in
addition to the issue price set forth on the cover page hereof.
In connection with the offering of the Notes, the underwriters may, to the
extent permitted by applicable law, engage in transactions that stabilize,
maintain or otherwise affect the price of the Notes. Specifically, the
underwriters may overallot in connection with the offering of the Notes,
creating a short position in the Notes for their own account. In addition, the
underwriters may bid for and purchase Notes in the open market to cover short
positions or to stabilize the price of the Notes. Finally, the underwriters may
reclaim selling concessions allowed for distributing the Notes in the offering,
if the underwriters repurchase previously distributed Notes in transactions to
cover short positions, in stabilization transactions or otherwise. Any of these
activities may stabilize or maintain the market prices of the Notes above
independent market levels. The underwriters are not required to engage in any
of these activities and may end any of these activities at any time.
In the ordinary course of business certain of the underwriters and their
affiliates have engaged and may in the future engage in various other banking
and financial services for and commercial transactions with Wachovia and its
affiliates
Wachovia Securities, Inc. will participate in the underwriting arrangements
for the offering of the Notes. Accordingly, the offering will comply with the
requirements of Rule 2720 of the National Association of Securities Dealers,
Inc. (the "NASD") regarding an NASD member firm's participating in distributing
its affiliate's securities. NASD members participating in the offering of the
Notes will not confirm sales to discretionary accounts.
We have agreed to indemnify the several underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended, or to contribute payments which the underwriters may be required to
make in respect of such liabilities.
It is expected that delivery of the Notes will be made against payment
therefor on or about June 21, 1999, which is the fourth business day following
the date of this prospectus supplement (such settlement cycle being herein
referred to as "T+4"). Purchasers of Notes should note that the ability to
settle secondary market trades of the Notes effected on the date of pricing and
the succeeding business days may be affected by the T+4 settlement.
S-22
<PAGE>
GENERAL INFORMATION
We have applied to have the Notes listed on the Luxembourg Stock Exchange.
In connection with the listing application, the Amended and Restated
Certificate of Incorporation and the Bylaws of Wachovia and a legal notice
relating to the issuance of the Notes have been deposited prior to listing with
the Greffier en Chef du Tribunal d'Arrondissement de et a Luxembourg, where
copies thereof may be obtained upon request. Copies of the above documents
together with this prospectus supplement, the accompanying prospectus, the
Indenture and Wachovia's current Annual and Quarterly Reports, as well as all
future Annual Reports and Quarterly Reports, so long as any of the Notes are
outstanding, will be made available for inspection at the main office of Banque
Internationale a Luxembourg S.A. in Luxembourg. Banque Internationale a
Luxembourg S.A. will act as intermediary between the Luxembourg Stock Exchange
and Wachovia and the holders of the Notes. In addition, copies of the Annual
Reports and Quarterly Reports of Wachovia and all other documents incorporated
by reference in this prospectus supplement and the accompanying prospectus may
be obtained free of charge at such office.
Other than as disclosed or contemplated herein or in the documents
incorporated herein by reference, there has been no material adverse change in
the financial position of Wachovia since December 31, 1998.
Neither Wachovia nor any of its subsidiaries is involved in litigation,
arbitration, or administrative proceedings relating to claims or amounts that
are material in the context of the issue of the Notes.
Wachovia accepts responsibility for the information contained in relation to
Wachovia and the provisions of the Notes in this prospectus supplement and the
accompanying prospectus.
The Notes have been accepted for clearance through Euroclear and Cedelbank.
Resolutions relating to the issue and sale of the Notes were adopted by the
Board of Directors of Wachovia on April 23, 1999.
The Notes have been assigned Euroclear and Cedelbank Common Code No.
9898611, International Security Identification Number (ISIN) US929771AN34 and
CUSIP No. 929771AN3.
LEGAL MATTERS
The validity of the Notes, as well as certain other legal matters, will be
passed upon for Wachovia by Kenneth W. McAllister, Esq., Senior Executive Vice
President and General Counsel of Wachovia. Certain legal matters will be passed
upon for the underwriters 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.
S-23
<PAGE>
PROSPECTUS
$2,500,000,000
Wachovia Corporation
Debt Securities
----------------
We may offer to sell up to $2.5 billion of our unsecured debt securities (or
the equivalent amount based on the applicable exchange rate at the time of
offering if any securities are denominated in foreign currencies). The
securities may be either Senior Securities or Subordinated Securities. The
securities may 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 euro.
In this prospectus, we describe generally the terms of the securities. We
will describe the specific terms of the securities that we offer in a
supplement to this prospectus at the time of each offering. If any offering
involves underwriters, dealers or agents, we will describe our arrangements
with them in the prospectus supplement that relates to that offering.
The Senior Securities, when issued, will be unsecured and will rank on a
parity with all unsecured and unsubordinated indebtedness of Wachovia. The
Subordinated Securities, when issued, will be unsecured and will be subordinate
to "Senior Indebtedness" of Wachovia and, under certain circumstances, to
"Additional Senior Obligations" of Wachovia, as these terms are defined in this
prospectus. Payment of principal of the Subordinated Securities may be
accelerated only in the case of the bankruptcy of Wachovia. There is no right
of acceleration of the Subordinated Securities 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 Wachovia.
----------------
This prospectus may not be used to consummate sales of securities unless
accompanied by a prospectus supplement. The securities will be unsecured
obligations of Wachovia Corporation, will not be savings accounts, deposits or
other obligations of any bank or nonbank subsidiary of Wachovia Corporation and
will not be insured by the Federal Deposit Insurance Corporation, the Bank
Insurance Fund or any other government agency.
----------------
The Securities and Exchange Commission and State securities regulators have
not approved or disapproved these securities, or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.
----------------
The date of this prospectus is June 4, 1999.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
About this Prospectus...................................................... 2
Where You Can Find More Information........................................ 3
Wachovia Corporation....................................................... 4
Consolidated Ratio of Earnings to Fixed Charges............................ 5
Use of Proceeds............................................................ 5
Description of Debt Securities............................................. 5
Plan of Distribution....................................................... 15
Experts.................................................................... 16
Legal Matters.............................................................. 16
</TABLE>
----------------
You should rely only on the information incorporated by reference or
contained in this prospectus and any applicable prospectus supplement. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell, and seeking offers to
buy, our securities only in jurisdictions where offers and sales are permitted.
The information contained in this prospectus or the applicable prospectus
supplement is accurate only as of the date on the front of those documents,
regardless of the time of delivery of this prospectus or the applicable
prospectus supplement or of any sale of our securities.
In this prospectus, "we", "us", "our" and "Wachovia" each refers to Wachovia
Corporation.
----------------
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with
the Securities and Exchange Commission using a "shelf" registration process.
Under this shelf registration, we may sell the securities described in this
prospectus in one or more offerings up to a total dollar amount of $2.5
billion. We provide information to you about these securities in three
documents that progressively provide more detail:
1. This prospectus, which contains general information that may or may not
apply to each offering of securities.
2. The applicable prospectus supplement, which will contain more specific
information than this prospectus and may also add, update or change
information contained in this prospectus. To the extent information in
the applicable prospectus supplement differs from this prospectus, you
should rely on the different information in the prospectus supplement.
3. The pricing supplement, if applicable, will provide final details about
a specific offering and the terms of the offered securities, including
their price. To the extent information differs from this prospectus or
the prospectus supplement, you should rely on the different information
in the pricing supplement.
You should read both this prospectus and any prospectus supplement or
pricing supplement together with any additional information described under the
heading "Where You Can find More Information" to learn more about Wachovia and
the securities offered.
----------------
2
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC, Washington, D.C., a registration statement on
Form S-3 under the Securities Act of 1933, as amended, with respect to the
securities that we are offering by this prospectus. This prospectus does not
contain all of the information set forth in the registration statement and the
exhibits and schedules thereto. Certain items are omitted in accordance with
the rules and regulations of the SEC. For further information with respect to
Wachovia and the securities offered hereby, reference is made to the
registration statement and the exhibits and any schedules filed with the
registration statement. Statements contained in this prospectus as to the
contents of any contract or other document referred to are not necessarily
complete and in each instance, if such contract or document is filed as an
exhibit, reference is made to the copy of such contract or other document filed
as an exhibit to the registration statement, each statement being qualified in
all respects by such reference.
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file, including
the registration statement, at the SEC's Public Reference room at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549 and at the SEC's regional
offices located at Seven World Trade Center, Suite 1300, New York, New York
10048 and at Citicorp Center, Suite 1400, 500 West Madison Street, Chicago, IL
60661. For further information on the operation of the Public Reference room,
you may call the SEC at 1-800-SEC-0330. Our SEC filings are also available to
the public over the Internet at the SEC's website at http://www.sec.gov. You
may also inspect our SEC filings at the New York Stock Exchange, the exchange
on which our common stock is listed, at 20 Broad Street, 7th Floor, New York,
New York 10005.
The SEC allows us to "incorporate by reference" the information in documents
that we file with them. This means that we can disclose important information
to you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus, and information in documents
that we file after the date of this prospectus and before the termination of
the offering contemplated by this prospectus will automatically update and
supersede information in this prospectus.
We incorporate by reference our Annual Report on Form 10-K for the year
ended December 31, 1998, our Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999, our Current Reports on Form 8-K dated January 14, 1999
and May 13, 1999, and any future filings made with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
until we sell all of the securities offered by this prospectus.
We will provide without charge, upon written or oral request, to each person
to whom this prospectus is delivered, a copy of any or all of the documents
described above which have been or may be incorporated by reference in this
prospectus but not delivered with this prospectus. Such requests should be
directed to Wachovia Corporation, 100 North Main Street, Winston-Salem, North
Carolina 27101, Attention: Secretary. Telephone requests may be directed to
(336) 770-5000.
This prospectus contains or incorporates by reference forward-looking
statements that have been made pursuant to the provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
not historical facts, but rather are based on our current expectations,
estimates and projections about Wachovia's industry, our beliefs and
assumptions. Words such as "anticipates", "expects", "intends", "plans",
"believes", "seeks", "estimates" and similar expressions are intended to
identify forward-looking statements. These statements are not guarantees of
future performance and are subject to certain risks, uncertainties and other
factors, some of which are beyond our control, are difficult to predict and
could cause actual results to differ materially from those expressed or
forecasted in the forward-looking statements. Many of those risks and
uncertainties will be described with particularity in the applicable prospectus
supplement. Risks and uncertainties that may affect future results include, but
are not limited to, changes in the economy, interest rate movements, timely
development by Wachovia of technology enhancements for its products and
operating systems, the ability of Wachovia and its customers and vendors to
address effectively Year 2000
3
<PAGE>
issues, the impact of competitive products, services and pricing, Congressional
legislation and similar matters. We caution you not to place undue reliance on
forward-looking statements, which are subject to influence by the named risk
factors and unanticipated future events and which reflect our management's view
only as of the date of this prospectus or the prospectus supplement containing
such forward-looking statements. We are not obligated to update these
statements or publicly release the results of any revisions to them to reflect
events or circumstances after the date of this prospectus or the applicable
prospectus supplement, or to reflect the occurrence of unanticipated events.
WACHOVIA CORPORATION
Wachovia Corporation, 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, 1999, Wachovia and its consolidated subsidiaries had
total assets of $65.319 billion, deposits of $40.288 billion, and a market
capitalization of $16.473 billion. At March 31, 1999, Wachovia ranked 16th
based on both its consolidated asset size and on its market capitalization
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.
Wachovia's principal banking subsidiaries are Wachovia Bank, National
Association ("Wachovia Bank"), and The First National Bank of Atlanta. Wachovia
Bank is a national banking association headquartered in Winston-Salem, North
Carolina. As of March 31, 1999, Wachovia Bank had total assets of $61.879
billion and deposits of $41.134 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 the United States. Consumer
products and services are provided through:
. a network of 753 retail branches (as of March 31, 1999) and 1,381 ATMs
(as of March 31, 1999) in Georgia, North Carolina, South Carolina,
Virginia and Florida;
. 1-800-WACHOVIA On-Call 24 hour telephone banking;
. automated Phone Access; and
. internet-based investing and banking at www.wachovia.com.
The First National Bank of Atlanta offers credit card services.
Wachovia also has subsidiaries engaged in large corporate and institutional
relationship management and business development, corporate leasing, remittance
processing, insurance, investment advisory and securities brokerage services.
In addition to its domestic banking offices and international banking offices
in London and the Cayman Islands, Wachovia's subsidiaries have offices in
Chicago, New York and selected other cities in the United States, and Hong
Kong, Sao Paulo and Tokyo.
Because Wachovia's growth strategy includes the use of acquisitions,
Wachovia 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 Wachovia's book value and net income per share may
occur in connection with any future transactions.
Wachovia'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.
4
<PAGE>
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
The following unaudited table presents the consolidated ratio of earnings to
fixed charges of Wachovia 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 Year Ended December 31,
Ended -----------------------------
March 31, 1999 1998 1997 1996 1995 1994
-------------- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Including interest on deposits.... 1.70x 1.56x 1.40x 1.52x 1.50x 1.64x
Excluding interest on deposits.... 2.67x 2.33x 1.98x 2.22x 2.15x 2.47x
</TABLE>
USE OF PROCEEDS
We will use the net proceeds from the sale of the securities for general
corporate purposes, principally to fund investments in, or extensions of credit
to, our banking and nonbanking subsidiaries. We also may use such net proceeds
to allow our subsidiaries to repay borrowings incurred by such subsidiaries.
Except as otherwise described in the applicable prospectus supplement, specific
allocations of the proceeds to such purposes will not have been made at the
date of the prospectus supplement, although our management will have determined
that funds should be borrowed at that time in anticipation of future funding or
capital requirements of our 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 us and our
subsidiaries. In addition to the foregoing, we also may use a portion of the
net proceeds to fund possible acquisitions if suitable opportunities develop in
the future. Based upon anticipated future financing requirements of us and our
subsidiaries, we expect that we will, from time to time, engage in additional
financings of a character and in amounts to be determined.
DESCRIPTION OF DEBT SECURITIES
General
We expect to issue the Senior Securities under an Indenture dated as of
August 15, 1996 (the "Senior Indenture") between us and The Chase Manhattan
Bank, as trustee (the "Senior Trustee"). We expect to issue the Subordinated
Securities under an Indenture dated as of July 15, 1998 (the "Subordinated
Indenture") between us and The Chase Manhattan Bank, as 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. In the discussion
that follows, we summarize particular provisions of the Indentures and include
the relevant section numbers of the applicable Indenture in parentheses. Our
discussion of Indenture provisions is not complete. You should read the
Indentures for a more complete understanding of the provisions we describe.
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 Wachovia. The Senior Indenture
prohibits Wachovia from disposing of, or permitting the issuance of, capital
stock of specified subsidiaries under certain circumstances. See "Restrictive
Covenants Applicable to Senior Securities" beginning on page 8. The
Subordinated Securities will be unsecured and will be subordinated and junior
to all "Senior Indebtedness" and, in certain circumstances relating to the
dissolution, winding-up, liquidation or reorganization of Wachovia, to all
Additional Senior Obligations (each
5
<PAGE>
as defined below under "Subordination of Subordinated Securities"). The
Subordinated Indenture does not prohibit Wachovia from disposing of voting
stock of its subsidiaries, including the stock of any of its banking
subsidiaries. The 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 Wachovia. See "Subordination of Subordinated Securities" on
page 9 and "Events of Default; Limited Rights of Acceleration for Subordinated
Securities" on page 11.
The Indentures do not limit the amount of securities that may be issued and
provide that securities may be issued at various times in one or more series.
(Section 301) Neither the Indentures nor the securities limit the amount of
other indebtedness which Wachovia or any of its subsidiaries may incur. In
addition, the Indentures and the securities do not require Wachovia to
repurchase or redeem or modify the terms of the securities upon a change in
control or other events involving Wachovia that may adversely affect the credit
quality of Wachovia.
Because Wachovia 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 that
subsidiary will be subject to the prior claims of the creditors of that
subsidiary (including, in the case of a subsidiary bank, its depositors),
except to the extent that Wachovia may itself be a creditor with recognized
claims against the subsidiary. Claims on subsidiaries of Wachovia by creditors
other than Wachovia 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" on page 4.
Unless we indicate otherwise 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 applicable trustee maintained for such
purpose in New York, New York, and at any other office or agency maintained by
Wachovia for such purpose. However, we may, at our option, pay interest by
mailing a check to the address of the person entitled to such interest as it
appears on the Security Register. The transfer of each series of securities
(other than Book-Entry Securities) may be registered at the corporate trust
office of the applicable Trustee. (Sections 301, 305 and 1002) The corporate
trust office of the Senior Trustee and the Subordinated Trustee is located in
New York, New York. Interest on the securities will be paid 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 of $1,000. (Section 302) We will
not require any service charge for any registration of transfer or exchange of
the securities, but we may require payment of a sum sufficient to cover any tax
or other governmental charge imposed in connection with the transfer or
exchange other than certain exchanges not involving any transfer. (Section 305)
Each prospectus supplement relating to a particular series of debt
securities that we offer (the "Offered Securities") will describe the specific
terms of the Offered Securities. Those specific terms will include some or all
of the following:
. the title of the Offered Securities;
. whether the Offered Securities are Senior Securities or Subordinated
Securities;
. any limit on the aggregate principal amount of the Offered Securities;
. the date or dates on which the Offered Securities will mature;
. 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;
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. 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;
. 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 Wachovia;
. the obligation, if any, of Wachovia to redeem or purchase the Offered
Securities pursuant to any sinking fund or analogous provisions or at
the option of a Holder and the period or periods within which, the price
or prices at which and the terms and conditions upon which Offered
Securities will be redeemed or purchased, in whole or in part, pursuant
to such obligation;
. if other than denominations of $1,000 and any integral multiple of
$1,000, the denominations in which the Offered Securities will be
issuable;
. 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;
. any index used to determine the amount of payment of principal of,
premium, if any, and interest on the Offered Securities;
. 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;
. the law which will govern the terms of the Offered Securities;
. information with respect to book-entry procedures, if any; and
. any other terms of the Offered Securities. (Section 301)
Securities may be issued as "Original Issue Discount Securities" which will
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 of such Event of Default. (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, Book-Entry Securities will be issued in aggregate denominations equal to
the aggregate principal amount of securities represented by such Book-Entry
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 applicable Depositary 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
securities to be represented by a Book-Entry Security will be described in the
applicable prospectus supplement. We anticipate 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"). Wachovia or the underwriters or agents will
designate such accounts. 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
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("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) 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 such securities registered in their names, will not be
entitled to receive physical delivery of such securities in definitive form,
and will not be considered the owners or holders of such securities under the
applicable Indenture.
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. We expect 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 beneficial interests in the
Book-Entry Security, as shown on the records of such Depositary or its nominee.
We also expect 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 we, 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 any Book-Entry Security 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 Wachovia 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, Wachovia has
agreed to appoint a successor depositary. If such a successor is not appointed
by Wachovia within 90 days, Wachovia will issue securities of such series in
definitive registered form in exchange for the Book-Entry Security. In
addition, Wachovia may at any time and in its sole discretion determine that
the securities of any series will no longer be represented by Book-Entry
Securities. In that event, Wachovia will issue securities of such series in
definitive registered form in exchange for such Book-Entry Securities. Further,
if Wachovia 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 case, 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 such owner's name. (Section 305) Securities so issued
in definitive form will be issued in denominations of $1,000 and integral
multiples of $1,000 and will be issued in registered form only, without
coupons.
Restrictive Covenants Applicable to Senior Securities
The Senior Indenture contains a covenant that we will not, directly or
indirectly,
. 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
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convertible into or rights to subscribe to such capital stock, unless,
after giving effect to that transaction and the shares issuable upon
conversion or exercise of rights into that capital stock, Wachovia will
own, directly or indirectly, at least 80% of the outstanding shares of
capital stock of each class of that Principal Subsidiary or Principal
Subsidiary Bank, or
. 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, after obtaining 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" means any Subsidiary or Subsidiary Bank, the consolidated assets
of which constitute 10% or more of the assets of Wachovia 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 Wachovia from creating, assuming,
incurring or suffering to exist any mortgage, pledge, encumbrance or lien or
charge of any kind on the capital stock of a Principal Subsidiary Bank (other
than directors' qualifying shares) or the capital stock of a Principal
Subsidiary, except that the Senior Indenture permits:
. liens for taxes that are not due, are payable without penalty or are
being contested in good faith by appropriate proceedings, and
. 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 Wachovia to make any payment 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
Wachovia and, in certain circumstances relating to the dissolution, winding-up,
liquidation or reorganization of Wachovia, to all Additional Senior
Obligations. (Article Thirteen of the Subordinated Indenture)
The Subordinated Indenture defines "Senior Indebtedness" as
. all indebtedness of Wachovia for money borrowed, whether now outstanding
or later created, assumed or incurred, other than
. the Subordinated Securities;
. the 7% Subordinated Notes due 1999 of Wachovia in the aggregate
principal amount of $300 million (the "7% Subordinated Notes");
. any obligation Ranking on a Parity with the Subordinated Securities
(which includes the 6 3/8% Subordinated Notes due 2003 of Wachovia
in the aggregate principal amount of $250 million and the 6 3/8%
Subordinated Notes due 2009 of Wachovia in the aggregate principal
amount of $250 million (collectively, the "6 3/8% Subordinated
Notes"), the 6.80% Subordinated Notes due 2005 of Wachovia in the
aggregate principal amount of $250 million (the "6.80% Subordinated
Notes"), the 6.605% Subordinated Notes due October 1, 2025 of
Wachovia 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"), the 6 1/4%
Subordinated Notes due 2008 of Wachovia in the aggregate principal
amount of $350,000,000 (the "6 1/4% Subordinated Notes"), the 5 5/8%
Subordinated Notes due 2008 of Wachovia in the aggregate principal
amount of $400,000,000 (the "5 5/8% Subordinated Notes") and the
6.150% Subordinated Notes due 2009 of Wachovia in the aggregate
principal amount of $400,000,000 (the "6.150% Subordinated Notes")),
or any obligation Ranking Junior to the Subordinated Securities; and
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. any deferrals, renewals or extensions of any such Senior Indebtedness.
The term "indebtedness of the Corporation for money borrowed" means any
obligation of, or any obligation guaranteed by, Wachovia 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.
The Subordinated Indenture defines "Additional Senior Obligations" as all
indebtedness of Wachovia, whether now outstanding or later created, assumed or
incurred, for claims in respect of derivative products such as interest and
foreign exchange rate contracts, commodity contracts and similar arrangements,
but Additional Senior Obligations do not include:
. any claims in respect of Senior Indebtedness, or
. any obligations
. Ranking Junior to the Subordinated Securities, or
. Ranking on a Parity with the Subordinated Securities.
For purposes of this definition, "claim" has the meaning assigned to it 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 Subordinated Indenture defines "Ranking Junior to the Subordinated
Securities" as any obligation of Wachovia that
. 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 Wachovia as a whole, whether
voluntary or involuntary, and
. is specifically designated as ranking junior to the Subordinated
Securities by express provisions in the instrument creating or
evidencing that obligation.
The Subordinated Indenture defines "Ranking on a Parity with the
Subordinated Securities" as any obligation of Wachovia that
. 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 Wachovia as a whole, whether voluntary or
involuntary, and
. 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 of
the principal of and premium, if any, or interest in respect of the
Subordinated Securities may be made if there is a default in payment with
respect to Senior Indebtedness or an event of default with respect to any
Senior Indebtedness that results in the acceleration of its maturity and that
default or event of default continues.
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 Wachovia as a whole, whether voluntary or
involuntary,
. 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 of the principal of and premium, if
any, or interest on the Subordinated Securities, and
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. if after the procedure described in the bullet point above,
. any cash, property or securities remain available for payment or
distribution in respect of the Subordinated Securities ("Excess
Proceeds"), and
. creditors in respect of Additional Senior Obligations have not
received payment in full of amounts due or to become due or payment
of those amounts has not been duly provided for,
then those Excess Proceeds will first be applied to pay in full all the
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 that payment will 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 this subordination, in the event of
insolvency, Holders of the Subordinated Securities may recover less,
proportionately, 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, the 6.605% Subordinated Notes, the 6 1/4%
Subordinated Notes, the 5 5/8% Subordinated Notes and the 6.150% Subordinated
Notes, which Rank on a Parity with the Subordinated Securities) nor the 7%
Subordinated Notes are subordinate or senior to the other. But the 7%
Subordinated Notes are subordinate to Senior Indebtedness and Additional Senior
Obligations and to all other obligations of Wachovia to its creditors (subject
to certain exceptions specified in the indenture relating to the 7%
Subordinated Notes). 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, the 6.605% Subordinated
Notes, the 6 1/4% Subordinated Notes, the 5 5/8% Subordinated Notes and the
6.150% Subordinated Notes and those applicable to the 7% Subordinated Notes, if
there is 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 Wachovia, the
holders of the Subordinated Securities and the 6 3/8% Subordinated Notes, the
6.80% Subordinated Notes, the 6.605% Subordinated Notes, the 6 1/4%
Subordinated Notes, the 5 5/8% Subordinated Notes and the 6.150% Subordinated
Notes may receive more, proportionately, 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 is voluntary or involuntary or is 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 entity or, with respect to the
Subordinated Securities, whether it is occasioned by the subordination
provisions of the Subordinated Indenture):
. failure, for 30 days, to pay any interest on any security of that series
when due and payable (in the case of Subordinated Securities, whether or
not the subordination provisions of the Subordinated Indenture prohibit
that payment);
. failure to pay principal of or any premium on any security of that
series when due;
. 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 the subordination provisions of the Subordinated Indenture
prohibit that payment);
. failure, for 60 days after written notice, to perform any other
covenants or warranties of Wachovia in the applicable Indenture (other
than a covenant included in the applicable Indenture solely for the
benefit of a series of securities under it other than that series);
. the entry of a decree or order for relief in respect of Wachovia by a
court having jurisdiction in the premises in an involuntary case under
Federal or state bankruptcy laws and the continuance of that decree or
order unstayed and in effect for 60 consecutive days;
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. the commencement by Wachovia of a voluntary case under Federal or state
bankruptcy laws or the consent by Wachovia to the entry of a decree or
order for relief in an involuntary case under such laws;
. 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 more than $50,000,000, of Wachovia, a
Principal Subsidiary or a Principal Subsidiary Bank under the terms of
the instrument(s) under which the indebtedness is issued or secured,
unless the acceleration is annulled, or the indebtedness is discharged,
or there is deposited in trust enough money to discharge the
indebtedness, within 10 days after written notice; and
. 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
Senior Securities of any series at the time Outstanding occurs and continues,
either the Senior Trustee or the Holders of at least 25% in aggregate principal
amount of Outstanding Senior Securities of that series may declare the
principal amount (or, if those Senior Securities are Original Issue Discount
Securities, the portion of the principal amount specified in their terms) of
all Senior Securities of that series 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 the
Outstanding Senior Securities of that series may, under certain circumstances,
rescind and annul that 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 if there is an Event of Default as described in the fifth or
sixth bullet points above (a "Bankruptcy Event of Default") and there is no
right of acceleration of the payment of principal of the Subordinated
Securities of that series upon a default in the payment of 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 Subordinated Securities of
any series at the time Outstanding occurs and continues, 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, the portion of the principal amount
specified in their terms) of all Subordinated Securities of that series due and
payable immediately. At any time after a declaration of acceleration with
respect to Subordinated Securities of any series, but before a judgment or
decree based on that acceleration has been obtained, the Holders of a majority
in aggregate principal amount of the Outstanding Subordinated Securities of
that series may, under certain circumstances, rescind and annul that
acceleration. (Section 502 of the Subordinated Indenture)
General. If there is 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 that principal, premium, if any, or interest, if any, or to obtain
the performance of that covenant or agreement or any other proper remedy.
(Section 503) Under certain circumstances, the applicable Trustee may withhold
notice of a default to the Holders of the securities if the applicable Trustee
in good faith determines that the withholding of that notice is in the best
interest of the Holders, and the applicable Trustee will withhold the notice
for certain defaults for a period of 30 days. (Section 602) You should review
the prospectus supplement relating to any series of Offered Securities that are
Original Issue Discount Securities for particular provisions relating to
acceleration of the Stated Maturity of a portion of the principal amount of
that series of Original Issue Discount Securities if an Event of Default occurs
and continues.
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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 does not have to exercise any of its rights or powers under the
applicable Indenture at the request or direction of any of the Holders, unless
those Holders have offered to the applicable Trustee reasonable security or
indemnity. (Section 603) Subject to the above sentence 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 Holders of any securities of any series may institute any proceeding with
respect to the applicable Indenture, or for the appointment of a receiver or
trustee or for any remedy relating to that appointment,
. unless those Holders have already given to the applicable Trustee
written notice of a continuing Event of Default,
. unless the Holders of at least 25% in aggregate principal amount of the
Outstanding Securities of that series have made written request, and
offered reasonable indemnity, to the applicable Trustee to institute
such a proceeding as trustee,
. if the Trustee has received from the Holders of a majority in aggregate
principal amount of the Outstanding Securities of that series a
direction inconsistent with the written request, and
. unless the Trustee has failed to institute the proceeding within 60
days. (Section 507)
The above 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 the security on or after the respective due dates described in the
security. (Section 508)
We are required to furnish to each Trustee annually a statement as to the
performance by us of certain of our 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
Wachovia and the applicable Trustee may modify and amend the Indentures with
the consent of the Holders of at least 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, but no such modification or
amendment may, without the consent of the Holders of each Outstanding Security
of the series affected by the modification or amendment
. change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any security of that series;
. 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 maturity);
. change the place or currency of payment of principal of or the premium,
if any, or interest on any security of that series;
. impair the right to institute suit for the enforcement of any payment on
any security of such series on or after its Stated Maturity (or, in the
case of redemption, on or after the Redemption Date);
. in the case of the Subordinated Securities, modify the subordination
provisions in a manner adverse to the Holders of the Subordinated
Securities of that series; or
. 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.
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(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, waive compliance by Wachovia 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, waive any past default under the applicable Indenture,
except a default in the payment of principal, premium, if any, or interest and
regarding certain covenants. (Section 513)
Consolidation, Merger and Sale of Assets
Under the Indentures, Wachovia 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
. any successor or purchaser is a corporation organized under the laws of
any domestic jurisdiction;
. any such successor or purchaser expressly assumes Wachovia's obligations
on the securities and under the Indentures;
. immediately after the transaction, no Event of Default, and no event
that, after notice or lapse of time or both, would become an Event of
Default, occurs and continues; and
. certain other conditions are met. (Section 801)
Assumption by Subsidiary
A Subsidiary may assume Wachovia's obligations under the Senior Indenture or
the Subordinated Indenture (including Wachovia's obligation to pay principal of
and premium, if any, and interest on the securities, but excluding Wachovia's
obligation to comply with certain covenants) provided that:
. the Subsidiary expressly assumes Wachovia's obligations under the
applicable Indenture;
. Wachovia guarantees the Subsidiary's obligations;
. the Subsidiary agrees to indemnify each Holder against certain taxes and
expenses relating to, or incurred directly in connection with, the
assumption of obligations;
. 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, has occurred and continues;
. certain Opinions of Counsel and Officers' Certificates are delivered to
the applicable Trustee; and
. certain other obligations are met. (Section 803)
Trustee
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 Wachovia 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 Wachovia 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
Wachovia under certain circumstances.
The Subordinated Trustee. The Chase Manhattan Bank also serves as
Subordinated Trustee under the Subordinated Indenture and in that capacity
serves as trustee with respect to the 6 1/4% Subordinated Notes, the 5 5/8%
Subordinated Notes, the 6.150% Subordinated Notes and any future issuances of
Subordinated Securities. An affiliate of the Subordinated Trustee, Chase
Manhattan Trust Company, National Association, serves as trustee under the
indentures pursuant to which the 7% Subordinated Notes, the 6 3/8% Subordinated
Notes, the 6.80% Subordinated Notes and the 6.605% Subordinated Notes are
outstanding. The Subordinated Indenture provides for the indemnification of the
Subordinated Trustee by Wachovia under certain circumstances.
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PLAN OF DISTRIBUTION
We may sell the securities from time to time:
. directly to purchasers,
. through agents,
. through underwriters or dealers or
. through a combination of these methods.
General
Underwriters, dealers, agents and remarketing firms that participate in the
distribution of the Offered Securities may be "underwriters" as defined in the
Securities Act of 1933, as amended. Any discounts or commissions they receive
from us and any profits they receive on the resale of the Offered Securities
may be treated as underwriting discounts and commissions under the Securities
Act of 1933, as amended. We will identify any underwriters, agents or dealers
and describe their commissions, fees or discounts in the applicable prospectus
supplement or pricing supplement.
Agents
We may designate agents to sell the securities. The agents will agree to use
their best efforts to solicit purchases for the period of their appointment.
Underwriters
If underwriters are used in a sale, they will acquire the Offered Securities
for their own account. The underwriters may resell the securities in one or
more transactions, including negotiated transactions. These sales will be made
at a fixed public offering price or at varying prices determined at the time of
the sale. We may offer the securities to the public through an underwriting
syndicate or through a single underwriter.
Unless the applicable prospectus supplement or pricing supplement states
otherwise, the obligations of the underwriters to purchase the Offered
Securities will be subject to certain conditions contained in an underwriting
agreement that Wachovia and the underwriters will enter into. The underwriters
will be obligated to purchase all of the securities of the series offered if
any of the securities are purchased, unless the applicable prospectus
supplement or pricing supplement says otherwise. Any initial public offering
price and any discounts or concessions allowed, re-allowed or paid to dealers
may be changed from time to time.
Dealers
We may sell securities to one or more remarketing firms, acting as
principals for their own accounts or as agents for Wachovia, who will remarket
the securities upon purchasing them in accordance with a redemption or
repayment pursuant to the terms of the securities.
Direct Sales
We may choose to sell the Offered Securities directly. In this case, no
underwriters or agents would be involved.
Institutional Purchasers
We may authorize agents, dealers or underwriters to solicit certain
institutional investors to purchase Offered Securities on a delayed delivery
basis pursuant to delayed delivery contracts providing for payment and delivery
on a specified future date. The applicable prospectus supplement or pricing
supplement will provide the details of any such arrangement, including the
offering price and commissions payable on the solicitations.
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We will enter into such delayed delivery contracts only with institutional
purchasers that we approve. Such institutions may include commercial and
savings banks, insurance companies, pension funds, investment companies and
educational and charitable institutions.
Indemnification
We may have agreements with agents, underwriters, dealers and remarketing
firms to indemnify them against certain civil liabilities, including
liabilities under the Securities Act of 1933, as amended. Agents, underwriters,
dealers and remarketing firms, and their affiliates, may engage in transactions
with, or perform services for, us in the ordinary course of business. This
includes commercial banking and investment banking transactions.
Market Making, Stabilization and Other Transactions
Each series of securities will be a new issue and will have no established
trading market. We may elect to list any series of securities on an exchange.
Any underwriters that we use in the sale of Offered Securities may make a
market in such securities, but may discontinue such market making at any time
without notice. Therefore, we cannot assure that the securities will have a
liquid trading market.
Any underwriter may engage in stabilizing transactions, syndicate covering
transactions and penalty bids in accordance with Rule 104 under the Securities
Exchange Act of 1934, as amended. Stabilizing transactions permit bids to
purchase the underlying security so long as the stabilizing bids do not exceed
a specified maximum. Syndicate covering transactions involve purchases of the
securities in the open market after the distribution has been completed in
order to cover syndicate short positions. Penalty bids permit the underwriters
to reclaim a selling concession from a syndicate member when the securities
originally sold by that syndicate member are purchased in a syndicate covering
transaction to cover syndicate short positions. Such stabilizing transactions,
syndicate covering transactions and penalty bids may cause the price of the
securities to be higher than it would otherwise be in the absence of such
transactions. The underwriters may, if they begin these transactions, end them
at any time.
NASD Matters
The underwriting and agency arrangements for any offering of the Offered
Securities in which Wachovia Securities, Inc. will participate will comply with
the requirements of Rule 2720 of the National Association of Securities
Dealers, Inc. (the "NASD") regarding an NASD member firm's participating in
distributing its affiliate's securities. NASD members participating in such an
offering will not confirm sales of the Offered Securities to discretionary
accounts.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended December 31, 1998, as set forth in their report, which is incorporated by
reference in this prospectus and elsewhere in the registration statement. Our
financial statements are incorporated by reference in reliance on Ernst & Young
LLP's report, given on their authority as experts in accounting and auditing.
LEGAL MATTERS
William M. Watson, Jr., Esq., Senior Vice President, Counsel and Secretary
of Wachovia, will issue an opinion regarding the validity of the Offered
Securities for Wachovia. Simpson Thacher & Bartlett, New York, New York will
issue an opinion as to certain legal matters for any underwriters or agents. As
to matters of New York law, Mr. Watson will rely on the opinion of Simpson
Thacher & Bartlett. From time to time, Simpson Thacher & Bartlett may provide
legal services to Wachovia and its subsidiaries.
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<PAGE>
PRINCIPAL OFFICE OF
WACHOVIA CORPORATION
100 North Main Street
Winston-Salem, North Carolina 27101
U.S.A.
TRUSTEE
The Chase Manhattan Bank
Attention: Global Trust Services
450 West 33rd Street, Fifteenth Floor
New York, New York 10001-2697
U.S.A.
LUXEMBOURG PAYING AGENT AND TRANSFER AGENT
Banque Internationale a Luxembourg S.A.
69 route d'Esch
L-2953 Luxembourg
LUXEMBOURG STOCK EXCHANGE LISTING AGENT
Banque Internationale a Luxembourg S.A.
69 route d'Esch
L-2953 Luxembourg
LEGAL ADVISERS
To Wachovia Corporation as to To the underwriters as to
United States Law United States Law
William M. Watson, Jr., Esq. Simpson Thacher & Bartlett
Senior Vice President, Counsel and 425 Lexington Avenue
Secretary New York, New York 10017
U.S.A.
Wachovia Corporation
100 North Main Street
Winston-Salem, North Carolina 27101
U.S.A.
AUDITORS TO
WACHOVIA CORPORATION
Ernst & Young LLP
301 North Main Street, Suite 2000
Winston-Salem, North Carolina 27101
U.S.A.
<PAGE>
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$600,000,000
Wachovia Corporation
6.70% Global Senior Notes due June 21, 2004
--------------------------
PROSPECTUS SUPPLEMENT
--------------------------
Merrill Lynch & Co.
Wachovia Securities, Inc.
Chase Securities Inc.
Credit Suisse First Boston
Goldman, Sachs & Co.
Lehman Brothers
Morgan Stanley Dean Witter
Salomon Smith Barney
June 15, 1999
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