PROSPECTUS
WACHOVIA CORPORATION
DIVIDEND REINVESTMENT
AND
COMMON STOCK PURCHASE PLAN
3,138,882 Shares of Common Stock
Par Value $5.00 Per Share
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Wachovia Corporation is offering its Dividend Reinvestment and Common Stock
Purchase Plan to all shareholders of record of its common stock and to all
employees and board members (including advisory board members) of Wachovia and
its subsidiaries. The Plan provides the opportunity to reinvest automatically
regular cash dividends in shares of common stock and to make additional
purchases of common stock with amounts ranging from $20 to $15,000 per month per
participant.
Shares of common stock will be purchased either from Wachovia or in the
open market. The Investment Dates are regular cash dividend payment dates in
March, June, September and December and the first business day of the other
months for shares purchased from Wachovia and on or within thirty days of those
dates for shares purchased in the open market.
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These securities have not been approved or disapproved by the Securities
and Exchange Commission or any state securities commission nor has the
Securities and Exchange Commission or any state securities commission passed
upon the accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
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The date of this Prospectus is November 22, 1999
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INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
are incorporated by reference in this Prospectus:
(a) The current Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, filed by Wachovia.
(b) The Quarterly Report on Form 10-Q for the quarters ended March 31,
1999, June 30, 1999 and September 30, 1999, filed by Wachovia.
(c) The description of the common stock contained in Wachovia's
Registration Statement on Form 8-B filed pursuant to Section 12 of the
Securities Exchange Act of 1934 and any amendment or report filed for
the purpose of updating any such description.
All reports and any definitive proxy or information statements filed by
Wachovia with the Securities and Exchange Commission pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date
of this Prospectus and prior to the termination of the offering of the shares of
common stock shall be deemed to be incorporated by reference in this Prospectus
and to be a part of this Prospectus from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference in this Prospectus shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained in this
Prospectus or in any other subsequently filed document which also is or is
deemed to be incorporated by reference in this Prospectus modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
Wachovia will provide without charge to each person to whom this Prospectus
is delivered, on the written or oral request of any such person, a copy of any
or all of the documents incorporated in this Prospectus by reference (other than
exhibits to such documents which are not specifically incorporated by reference
in such documents). Written requests for such copies should be directed to
Comptroller, Wachovia Corporation, 100 North Main Street, Winston-Salem, North
Carolina 27101. Telephone requests may be directed to the office of the
Comptroller at (336) 770-5000.
AVAILABLE INFORMATION
Wachovia is subject to the informational requirements of the Securities
Exchange Act of 1934. Accordingly, Wachovia files reports, proxy statements and
other information with the Securities and Exchange Commission. Copies of such
reports, proxy statements and other information can be obtained, at prescribed
rates, from the public reference section of the Securities and Exchange
Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549.
In addition, such reports, proxy statements and other information can be
inspected and copied at the public reference facilities referred to above and at
the Regional Offices of the Securities and Exchange Commission as follows: the
New York Regional Office, Suite 1300, 7 World Trade Center, New York, New York
10048 and the Chicago Regional Office, Northwestern Atrium Center, Suite 1400,
500 West Madison Street, Chicago, Illinois 60661. The Securities and Exchange
Commission maintains a World Wide Web site on the Internet at http:www.sec.gov
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Securities and Exchange
Commission, including Wachovia.
The common stock of Wachovia is listed on the New York Stock Exchange,
Inc., and such reports, proxy statements and other information concerning
Wachovia can be inspected and copied at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005. This Prospectus does not
contain all of the information set forth in the Registration Statement or its
exhibits that Wachovia has filed with the Securities and Exchange Commission
under the Securities Act of 1933 and to which this Prospectus makes reference.
<PAGE>
INTRODUCTION
Wachovia is a bank holding company registered under the Bank Holding
Company Act of 1956, as amended, and a savings and loan holding company within
the meaning of the Homeowners Loan Act of 1933, as amended by the Financial
Institutions Reform, Recovery and Enforcement Act of 1989.
The addresses and telephone numbers of Wachovia's principal executive
offices are: Wachovia Corporation, 100 North Main Street, Winston-Salem, North
Carolina 27101, (336) 770-5000 and 191 Peachtree Street, N.E., Atlanta, Georgia
30303, (404) 332-5000.
This Prospectus relates to shares of common stock of Wachovia registered
for purchase under the Plan. In each of January 1986 and November 1999, Wachovia
reserved and registered 3,000,000 shares for purchase under the Plan. After
giving effect to prior purchases and the reservation and registration of shares,
3,138,882 shares currently are available under the Plan.
The shares for sale registered under the Plan have been approved for
listing on the New York Stock Exchange.
Effective October 22, 1999, the Plan is amended to provide for the purchase
of shares of common stock in the open market as well as directly from Wachovia,
to reflect the addition of antidilution provisions in the event of a stock split
or stock dividend, to reflect the appointment of a new Agent for the Plan, to
provide for a participant to be charged a fee in the event the participant does
not provide the Agent with sufficient funds for purchases, to change certain
address and telephone number information provided to participants in the Plan
and to clarify certain of the existing provisions of the Plan. This Prospectus
supplements and updates the Prospectus dated July 1, 1997 to reflect these
amendments. Please retain this Prospectus for future reference.
This Prospectus may not be used by affiliates of Wachovia, as defined in
Rule 405 under the Securities Act of 1933, for the reoffer or resale of
securities acquired pursuant to the Plan. Such persons may reoffer or resell
shares covered by this Prospectus only pursuant to Rule 144 under the Securities
Act of 1933 or other appropriate exemption or pursuant to an effective
registration statement and a separate prospectus prepared in accordance with the
requirements of an applicable registration statement.
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
The terms and conditions of the Plan are reviewed in the following
questions and answers. Those holders of common stock who do not wish to
participate in the Plan will continue to receive cash dividends, if and when
declared and paid.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide record owners of common stock
and all employees and board members (including local bank advisory board
members) of Wachovia and its subsidiaries with a simple and convenient way
of investing regular cash dividends and additional payments in shares of
common stock at a price equal to the market price, all without payment of
any brokerage commissions or service charges.
Advantages
2. What are the advantages of the Plan?
Participants in the Plan can:
o Reinvest automatically all or part of their regular cash dividends
in shares of common stock.
o Invest payments from $20 to $15,000 per month per participant in
common stock.
o Avoid charges for brokerage commissions or fees on all purchases
through the Plan, except in the situation where the participant
does not provide the Agent with sufficient funds for the
purchases.
o Invest the full amount of all regular cash dividends and optional
cash payments since a fractional share is allowed to be held under
the Plan.
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o Avoid cumbersome safekeeping requirements through the Plan's free
custodial service.
o Avoid the inconvenience and expense of recordkeeping through the
Plan's free reporting services.
Administration
3. Who is the Agent for the Plan?
EquiServe Trust Company N.A. is the Agent. In this capacity, it
administers the Plan for participants, keeps records, sends statements of
account to participants and performs other duties relating to the Plan.
Shares purchased through the Plan will be registered in the name of the
Agent or its nominee as agent for participants in the Plan.
The Agent's mailing address is as follows:
EquiServe Trust Company N.A.
P. O. Box 8218
Boston, MA 02266-8218
The Agent may at any time resign by giving 90 days written notice to
Wachovia or be removed by Wachovia upon 90 days written notice by Wachovia
to the Agent. If a vacancy occurs in the office of Agent, Wachovia must
appoint a successor Agent, which may be Wachovia or another of its
subsidiaries. Questions regarding the Plan can be directed to either
Wachovia's shareholder relations office (336) 732-5787 or the Agent (800)
633-4236.
Participation
4. Who is eligible to participate?
All record owners of common stock are eligible to participate in the
Plan. In addition, all employees and board members of Wachovia and its
subsidiaries are eligible to participate whether or not the employee or
board member is currently a shareholder.
Beneficial owners whose shares are registered in names other than
their own (for example, in the name of a broker, bank or other nominee)
must become owners of record by having the number of shares they wish to
have in the Plan transferred to their names. Or, they can make
arrangements with the nominees or other holders of record to participate
in the Plan on behalf of such beneficial owners.
Shareholders may participate with respect to less than all of their
shares.
5. How does a shareholder become a participant?
An eligible shareholder can join the Plan by completing a Shareholder
Authorization Card and returning it to the Agent at the address provided
in Question 3. Authorization cards can be obtained at any time by
contacting Wachovia's shareholder relations office or the Agent.
Brokers, banks and other nominees who wish to participate in the Plan
on behalf of their clients may request special participation arrangements
by calling or writing the Agent. Subject to the Agent's consent and
agreement, such arrangements may involve acceptance of written or
telephone investment instructions after the record date for a particular
cash dividend, separate investment instructions for each cash dividend and
other variations.
6. How does an employee become a participant?
All employees, whether or not they currently own shares, can elect to
participate in the Plan through payroll deductions by completing an
Employee Enrollment Form and returning it to the Payroll Department,
NC37071 in Winston-Salem. Participation may begin at any time after
employment. In addition, employees who are or become record shareholders
of Wachovia can reinvest dividends on these shares through the Plan by
completing a Shareholder Authorization Card and returning it to the Agent.
Employees can obtain the Employee Enrollment Form from Wachovia's
shareholder relations office, NC37284 in Winston-Salem or local Human
Resource officer and can obtain the Shareholder Authorization Card from
either Wachovia's shareholder relations office or the Agent.
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7. How does a board member become a participant?
All board members, whether or not they currently own shares, can
elect to participate in the Plan with investment of directors' fees
(including regular and special meeting fees and retainer fees) by
completing a Board Member Enrollment Form. Members of the board of
Wachovia or any of its subsidiary banks should return the enrollment form
to the corporate secretary of Wachovia or the bank on whose board they
serve. Members of local or advisory boards should return the enrollment
form to the city, state or regional executive of the bank on whose board
they serve. The enrollment form may be obtained from the corporate
secretary or city, state or regional bank executive, as appropriate. In
addition, board members who are or become record shareholders of Wachovia
can reinvest dividends on these shares through the Plan by completing a
Shareholder Authorization Card and returning it to the Agent.
8. What participation options are available?
All shares of common stock purchased through the Plan, whether by
reinvested dividends, optional cash payments, payroll deductions or
directors' fees, will be held for participants in the Plan and the
dividends on these shares will be reinvested automatically.
Shareholder Options
By marking the appropriate box on the Shareholder Authorization Card,
a shareholder of record may choose among the following investment options:
o To reinvest automatically cash dividends on all shares of common
stock of which you are the owner of record and/or also make optional cash
payments in amounts ranging from a $20 minimum to a cumulative $15,000
maximum per month per participant.
o To reinvest automatically cash dividends on less than all of the
shares registered in your name (a specified number of whole shares) and
continue to receive cash dividends on the remaining shares and/or also
make optional cash payments in amounts ranging from a $20 minimum to a
cumulative $15,000 maximum per month per participant.
o To invest by making only optional cash payments in amounts ranging
from a $20 minimum to a cumulative $15,000 maximum per month per
participant.
Employee Options
By completing an Employee Enrollment Form, an employee may authorize
purchases of shares through regular monthly payroll deductions which range
from a $20 minimum to a $15,000 maximum per month. Participating employees
may also make optional cash purchases in addition to their purchases by
payroll deductions. However, the minimum of payroll deductions and
optional cash payments must be $20 each, and the total of payroll
deductions and optional cash payments may not exceed $15,000 per month per
employee.
Employees who are also record shareholders may choose among the
following investment options:
o To reinvest dividends on some or all of their shares and/or make
optional cash payments (Shareholder Authorization Card required).
o To purchase shares through payroll deductions and additional
optional cash payments (Employee Enrollment Form required).
o To purchase shares with both reinvested dividends on shares
registered in their name and payroll deductions, as well as have the
opportunity to make additional cash payments (both the Shareholder
Authorization Card and the Employee Enrollment Form required).
Board Member Options
By completing a Board Member Enrollment Form, a board member may
authorize purchases of shares with directors' fees in amounts which range
from a $20 minimum to a $15,000 maximum per month. Participating board
members may also make
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optional cash purchases in addition to their purchases with directors'
fees. However, the minimum investment of directors' fees and optional cash
payments must be $20 each, and the total of directors' fees and optional
cash payments may not exceed $15,000 per month per board member.
Board members who are also record shareholders may choose among the
following investment options:
o To reinvest dividends on some or all of their shares and/or make
optional cash payments (Shareholder Authorization Card required).
o To purchase shares with directors' fees and additional optional
cash payments (Board Member Enrollment Form required).
o To purchase shares with both reinvested dividends on shares
registered in their name and directors' fees, as well as have the
opportunity to make additional cash payments (both the Shareholder
Authorization Card and the Board Member Enrollment Form required).
9. When do investments begin through the Plan?
Shareholder Investments
If a Shareholder Authorization Card specifying reinvestment of cash
dividends is received by the Agent at least five business days before the
record date of a cash dividend payment, reinvestment will commence with
the following dividend payment. If the authorization card is received
after that date, the reinvestment of cash dividends through the Plan will
begin with the regular cash dividend payment following the next record
date.
Regular cash dividend payment dates ordinarily are the first business
day of March, June, September and December. The record date for
determining shareholders who receive regular cash dividends normally
precedes the regular cash dividend payment date by about four weeks.
Optional cash payments will be invested as specified in Question 11.
Employee Investments
For employees to participate through payroll deductions, a completed
Employee Enrollment Form must be received by the Payroll Department in
Winston-Salem by the 15th day of the month in order for payroll deductions
to begin that month. For full-time employees, deductions will occur on the
second semimonthly pay statement of each month. Deductions for hourly paid
employees will occur on the second biweekly pay statement of each month.
Deducted amounts will be invested in common stock on the next Investment
Date (see Question 15) following each payroll deduction.
Amounts deducted from payroll will be held in a noninterest-bearing
account until the following Investment Date. You can obtain the return of
any payroll deduction by written request received by the Agent at least 48
hours before it is to be invested.
Board Member Investments
For board members to participate through investment of directors'
fees, a completed Board Member Enrollment Form must be received by the
corporate secretary or city, state or regional executive for the city,
state or region on whose board you serve by the 1st day of October.
Investments will begin the following year on the first Investment Date
(see Question 15) after a director fee payment and continue for at least
one year.
10. How can the method of participation be changed after enrollment?
Shareholder Participation
At any time, a record shareholder can change the investment option by
completing a new Shareholder Authorization Card and returning it to the
Agent. If you elect to participate through the reinvestment of cash
dividends on all shares registered in your name but later decide to reduce
the number of shares on which cash dividends are being reinvested or to
participate through the optional cash payment feature only, a Shareholder
Authorization Card indicating a change of options must be received by the
Agent at least five business days prior to a par-
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ticular regular cash dividend record date in order to stop any
reinvestment of cash dividends paid on the following dividend payment
date.
Shareholder Authorization Cards may be obtained by contacting
Wachovia's shareholder relations office or the Agent.
Employee Participation
Employees wishing to change the amount of their payroll deduction
must submit an Employee Enrollment Form or written notice to the Payroll
Department, NC37071, by the 15th day of the month. Enrollment forms or
written notices received after the 15th day of the month will become
effective the following month.
Employee Enrollment Forms may be obtained by contacting Wachovia's
shareholder relations office or local Human Resource officer.
Board Member Participation
Board members wishing to change the directors' fee amount being
invested must submit a new Board Member Enrollment Form to the corporate
secretary or city, state or regional executive for the city, state or
region on whose board you serve by the 15th day of November to be
effective the following year.
Enrollment forms may be obtained by contacting the corporate
secretary or applicable city, state or regional executive.
Optional Cash Payments
11. When and how can optional cash payments be made?
Optional cash payments must be received from a participant at least
five business days prior to an Investment Date (see Question 15). Those
payments will be applied to the purchase of shares for the account of the
participant on that Investment Date.
No interest will be paid on optional payments pending investment.
Optional cash payments received by the Agent less than five business days
before an Investment Date will be held until the following Investment
Date. Wachovia recommends that optional cash payments be sent so as to be
received shortly before the 5th business day prior to an Investment Date.
You may obtain the return of any optional cash payment by written request
received by the Agent at least 48 hours before it is to be invested.
An initial optional cash payment can be made when you join the Plan.
A check or money order should be made payable to EquiServe Trust Company
and returned, as applicable, with the Shareholder Authorization Card,
Employee Enrollment Form or Board Member Enrollment Form. Thereafter,
optional cash payments may be made through the use of cash payment forms
sent to you as part of your account statement.
You can also authorize the Agent to automatically draft your checking
account for monthly optional cash payments. Draft authorization cards can
be obtained from Wachovia's shareholder relations office or the Agent.
12. What are the limitations on making optional cash payments?
Optional cash payments can be made by check or money order or by
automatic bank draft. Optional cash payments must be in United States
dollars. Checks and money orders must be payable to the Agent, and checks
must be drawn on a United States financial institution. The Agent will
return items that do not meet these requirements.
Any optional cash payments you wish to make must be not less than $20
per month nor more than $15,000 per month. Optional cash payments made by
check or money order need not be in the same amount of money each time.
However, should you elect to make optional payments through automatic bank
draft, the draft must be in the same amount each month and will continue
until you notify the Agent in writing that you wish to change the amount
or terminate the automatic bank draft.
Shareholder Limitations
Shareholders who purchase shares through automatic bank draft cannot
make an additional optional cash payment by check or
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money order in an amount which, when combined with the automatic bank
draft, would exceed the $15,000 per month limit.
Employee Limitations
Employees who purchase shares through payroll deduction cannot make
an additional optional cash payment in an amount which, when combined with
the amount of their monthly payroll deduction, would exceed the $15,000
per month limit.
Board Member Limitations
Board members who purchase shares through investment of directors'
fees cannot make optional cash payments in an amount which, when combined
with the directors' fees invested in the Plan, would exceed the $15,000
per month limit.
Costs
13. Are there any expenses to participants in connection with purchases or
sales through the Plan?
You will incur no brokerage commissions or fees for purchases made
through the Plan unless, as noted below, you do not provide the Agent with
sufficient funds for the purchases. All administrative costs of the Plan
will be paid by Wachovia. If you request that the Agent arrange a sale of
shares held by the Plan for you, a brokerage commission will be deducted
from the proceeds of the sale by the independent broker-dealer selected by
the Agent (see Questions 16 and 17).
If the Agent does not receive a payment because of insufficient funds
or incorrect draft information, the requested purchase will be deemed
void, and the Agent will immediately remove from your account any shares
of common stock purchased in anticipation of receiving such funds and will
be entitled to sell these shares to satisfy the amounts owed. If the net
proceeds from any sale of shares of common stock are insufficient to
satisfy the balance of the uncollected amounts, the Agent may sell
additional shares from your account as necessary to satisfy the
uncollected balance.
In addition, the Agent may charge your account for an "insufficient
funds" fee in the amount of $25. The Agent may place a hold on your
account until the "insufficient funds" fee is received from you, or may
sell shares from your account to satisfy any uncollected amounts.
Purchases
14. How many shares of common stock will be purchased for participants, and
what is the source of shares purchased through the Plan?
The number of shares purchased for your account, including a
fractional share, will be equal to the total amount invested by you (the
amount of regular cash dividends reinvested and any optional cash
payments, payroll deductions or directors' fees), divided by the purchase
price per share (see Question 16).
At Wachovia's option, purchases will be made directly from Wachovia,
in the open market or a combination of both.
15. When will shares of common stock be purchased through the Plan?
Shares purchased from Wachovia will be purchased on the regular cash
dividend dates in March, June, September and December, which are
ordinarily the first business days of these months, and the first business
day of all other months. Shares purchased in the open market will be made
on or within thirty days of the Investment Date. The Agent may purchase
shares in the open market over several days within this thirty-day period.
Purchases of shares with optional cash payments and payroll
deductions will be made monthly on each Investment Date. Purchases of
shares with directors' fees will be made on the Investment Date following
a quarterly payment of directors' fees. Purchases of shares with
reinvested dividends will be made only on the Investment Dates in March,
June, September and December.
In those instances where shares are purchased entirely from Wachovia,
you will become the owner of the shares on the Investment Date. In those
instances where shares are purchased, in whole or in part, in the open
market, you will become the owner of the shares on the last day that the
Agent
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purchases shares in the open market. Regardless of the method of purchase,
the holding period for federal income tax purposes will commence the day
immediately following the day on which you become the owner of the shares
purchased for your account.
16. At what price will shares of common stock be purchased through the Plan?
The price for shares of common stock purchased from Wachovia will be
the average of the high and low sales prices of the common stock as
reported in The Wall Street Journal for the applicable Investment Date.
If there are no trades on the Investment Date or if trading is halted
or suspended on the Investment Date or if publication of the sales prices
of the common stock does not take place or contains a reporting error, the
purchase price shall be determined on the basis of such market quotations
as Wachovia deems appropriate.
The price of shares of common stock purchased in the open market will
be the average purchase price of all shares purchased with respect to the
Investment Date.
No shares of common stock will be purchased from or issued by
Wachovia at less than their par value ($5.00 per share). If the market
price of common stock should be less than par value, then all purchases
will be made in the open market.
Sale of Plan Shares
17. How can shares of common stock be sold?
You can sell all or part of your shares of common stock held by the
Plan in either of two ways. First, you may request certificates for your
full shares and arrange for the sale of these shares through a
broker-dealer of your choice (see Question 21).
Alternatively, you can request that the Agent sell for you some or
all of your shares held by the Plan. The Agent will sell shares for you
through broker-dealers selected by the Agent in its sole discretion. All
broker-dealers used by the Agent for these sales will be independent of,
and not affiliated with, the Agent.
If you request that the Agent arrange for the sale of your shares,
you will be charged a commission by the broker-dealer selected by the
Agent which will be deducted from the cash proceeds paid to you. The
amount of the commission will vary depending on the broker-dealer selected
and other factors.
Shares being sold for you may be aggregated with those of other Plan
participants who have requested sales. In that case, you will receive
proceeds based on the average sales price of all shares sold, less your
pro rata share of brokerage commissions and any applicable taxes. A sale
of all of your Plan shares will not terminate your participation in the
Plan (see Question 22).
18. When will shares of common stock be sold?
Shares will be sold within ten days after receipt by the Agent of
written instructions to sell all or any portion of the shares of common
stock held by the Agent for the participant. Payment will be made by check
and mailed to the participant's record address as soon as practicable
after the settlement date for the sale.
Dividends
19. Will participants be credited with dividends on shares held in their Plan
accounts?
The Agent will receive the regular dividends (less the amount of tax
withheld, if any) for all Plan shares held on the regular cash dividend
record date and credit them to participants' accounts on the basis of full
shares and any fractional share held. These dividends received will be
reinvested automatically in additional shares of common stock as a
dividend reinvestment. Participants who wish to receive dividends in cash
on shares purchased through the Plan must request certificates for those
full shares so that they will be registered in their own names (see
Question 21).
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Reports to Participants
20. What reports will be sent to participants in the Plan?
As soon as practicable after each transaction, you will receive a
statement showing account information, including amounts invested,
purchase and sale prices, and shares purchased and sold. This statement
will provide a cost record of purchases under the Plan and should be
retained for tax purposes. In addition, you will receive the same material
sent to every other holder of common stock, including Wachovia's annual
report to shareholders, proxy statements and information for income tax
reporting.
Certificates
21. Will certificates be issued for shares of common stock purchased through
the Plan?
Certificates for shares of common stock purchased through the Plan
will not be issued to you unless you request them. All shares credited to
your Plan account will be issued to the Agent or its nominee as your
agent. The number of shares credited to your account will be shown on your
account statement. This convenience protects against loss, theft or
destruction of stock certificates and reduces the costs to be borne by
Wachovia.
Should you wish to do so, certificates for shares in your possession
may be sent to the Agent requesting that they be held by the Plan for
safekeeping. In this event, all cash dividends earned on these shares
would be reinvested automatically by the Plan whether or not such
dividends were previously reinvesting.
A certificate for any number of whole shares credited to your Plan
account will be issued upon written request, and the shares represented by
that certificate will be withdrawn from your account. Your written request
should be mailed to the Agent.
Certificates for a fractional share will not be issued under any
circumstances.
Shares credited to your account may not be assigned or pledged. If
you wish to assign or pledge the wholeshares credited to your account, you
must request that certificates for those shares be issued to you.
Plan accounts are maintained in the name in which shareholder of
record certificates are registered at the time you joined the Plan or the
employee or board member name as entered on the respective enrollment
forms. Consequently, certificates for whole shares will be registered in
the same manner when issued to you.
Termination of Participation
22. How can a shareholder terminate participation in the Plan?
A shareholder can terminate participation in the Plan at any time by
notifying the Agent in writing.
If your notice of termination is received on or after the 5th
business day prior to the regular cash dividend record date for the next
regular cash dividend, that cash dividend will be reinvested for your
account. Your account will then be terminated and all subsequent cash
dividends on those shares will be paid to you.
When electing to terminate participation in the Plan, any optional
cash payment received before the Agent receives your notice of termination
will be invested for your account unless you specifically request return
of the payment prior to 48 hours before the next Investment Date.
Additionally, when you terminate participation in the Plan or if
Wachovia terminates the Plan, you may direct the Agent to sell all full
and fractional shares in your account or receive a certificate for all
full shares and cash for any fractional share. If written notification is
not received by the Agent upon termination of the Plan, certificates for
whole shares credited to your account under the Plan will be issued to you
and a cash payment will be made to you for any fractional share.
<PAGE>
23. How can an employee terminate participation in the Plan?
To terminate participation in the Plan, the employee must provide
written notice to the Agent (see Question 22). If the employee also is
participating in payroll deductions at the time the employee gives written
notice of termination to the Agent, the employee also must terminate
participation in the payroll deductions by giving written notice to the
Payroll Department (see Question 25). If an employee fails to notify the
Payroll Department, the employee will not have effectively terminated
participation in the Plan and will continue to have payroll deductions
used to purchase shares of common stock.
24. How can a board member terminate participation in the Plan?
To terminate participation in the Plan, the board member must provide
written notice to the Agent (see Question 22). If the board member also is
purchasing shares with directors' fees at the time the board member gives
written notice of termination to the Agent, the board member also must
terminate the investment of directors' fees by giving written notice to
Wachovia's corporate secretary or to the city, state or regional executive
for the city, state or region on whose board they serve (see Question 26).
If the board member fails to give such notice, the board member will not
have effectively terminated participation in the Plan and will continue to
have directors' fees used to purchase shares of common stock.
25. How can an employee terminate payroll deductions without terminating
participation in the Plan?
An employee may terminate purchasing shares of common stock through
payroll deductions at any time by delivering written notice to the Payroll
Department, NC37071. If the notice is received on or before the 15th of
the month, the termination will be effective in that month. If the notice
is received after the 15th of the month, the termination will be effective
the following month. The termination of payroll deductions will not
terminate participation in the Plan. Accordingly, cash dividends on shares
held by the Plan will continue to purchase shares of common stock until
the employee terminates participation in the Plan (see Question 22).
26. How can a board member terminate the investment of director fees without
terminating participation in the Plan?
A board member may terminate purchasing shares of common stock with
director fees annually on or before the 15th of November by delivering
written notice to Wachovia's corporate secretary or the city, state or
region executive for the city, state or region on whose board they serve.
If the notice is received by the 15th of November, the termination will be
effective the following year. The termination of the investment of
director fees will not terminate participation in the Plan. Accordingly,
cash dividends paid on shares held by the Plan will continue to purchase
additional shares of common stock until the board member terminates
participation in the Plan (see Question 22).
27. What happens if an employee terminates employment with Wachovia or
one of its subsidiaries?
Termination of employment does not automatically terminate
participation in the Plan. Dividends on shares held in the Plan for an
employee who leaves Wachovia or one of its subsidiaries will continue to
be reinvested until the former employee terminates participation in the
Plan. Of course, investment through payroll deductions is no longer
possible once the employee terminates employment. Investing can continue
in the Plan with optional cash payments.
<PAGE>
28. What happens if a board member terminates service with Wachovia or
one of its subsidiaries?
Termination of service does not automatically terminate participation
in the Plan. Dividends on shares held in the Plan for a board member who
terminates service with Wachovia or one of its subsidiaries will continue
to be reinvested until the former board member terminates participation in
the Plan. Of course, investment through directors' fees is no longer
possible once the board member terminates service. Investing can continue
in the Plan with optional cash payments.
29. What happens if a participant in the Plan dies or becomes legally
incapacitated?
Upon receipt by the Agent of notice of death or adjudicated
incompetency of a participant, no further purchases of shares of common
stock will be made for the account of such participant. The shares and
cash held by the Plan for the participant will be delivered to the
appropriate person upon receipt of written evidence satisfactory to the
Agent of the appointment of a legal representative and instructions from
the representative regarding delivery.
Tax Information
30. What are the federal income tax consequences of participating in the Plan?
Under Internal Revenue Service rulings issued in connection with
similar plans, additional shares of common stock acquired for you through
the Plan with reinvested cash dividends will be treated for federal income
tax purposes as having been received by you in the form of a taxable stock
distribution. As a result, an amount equal to the fair market value on the
dividend payment date of the shares acquired with reinvested cash
dividends on that date will be treated as a dividend paid to you. This
fair market value will be based on the average of the high and low market
prices for the shares on the dividend payment date.
For each year, account statements will show the fair market value of
the common stock purchased with reinvested cash dividends. The Form 1099
mailed to you after year-end will show your total dividend income,
including all dividends paid in cash and the fair market value on the
purchase date of shares acquired with reinvested cash dividends.
The tax basis of shares acquired through the Plan by reinvestment of
cash dividends will be equal to the fair market value of these shares on
the dividend payment dates as of which the shares were purchased for your
account. The tax basis of shares purchased with an optional cash payment
or payroll deduction will be the amount of such payment or deduction. The
holding period of shares of common stock acquired through the Plan,
whether purchased with reinvested dividends, optional cash payments or
payroll deductions, will begin on the day following the date as of which
the shares were purchased for your account.
You will not realize any taxable income when you receive certificates
for whole shares credited to your account, either upon your written
request for such certificates or upon withdrawal from or termination of
the Plan. However, you will recognize taxable gain or loss (which, for
most participants, will be capital gain or loss) when whole shares
acquired under the Plan are sold or exchanged for you and when you receive
a cash payment for a fractional share credited to your account. The amount
of such gain or loss will be the difference between the amount that you
receive for your shares or fractional share (net of brokerage commissions)
and the tax basis thereof.
In the case of foreign participants who elect to have their cash
dividends reinvested and whose dividends are subject to United States
income tax withholding, an amount equal to the cash dividends payable to
such participants less the amount of tax required to be withheld, will be
applied to the purchase of shares of common stock through the Plan.
Foreign shareholder participants are urged to consult their legal advisers
with respect to any
<PAGE>
local exchange control, tax or other law or regulation which may affect
their participation in the Plan. Wachovia and the Agent assume no
responsibility regarding such laws or regulations and will not be liable
for any act or omission in respect thereof.
The foregoing is only an outline of Wachovia's understanding of some
of the applicable federal income tax provisions. For specific information
as to the tax consequences of participation in the Plan, including any
future changes in applicable law or interpretations thereof, you should
consult your own tax advisers.
Other Information
31. What happens if a participant sells a portion of the shares of common
stock registered in the participant's name?
If you have authorized the reinvestment of cash dividends on all
shares registered in your name and then dispose of a portion of those
shares, the cash dividends on the remaining shares will continue to be
reinvested.
When your authorization specifies reinvestment of cash dividends on
part of the shares registered in your name and then you dispose of a
portion of those registered shares, the cash dividends on the lesser of
(i) the number of shares with respect to which reinvestment of cash
dividends was originally authorized or (ii) all of the shares which remain
in your name, will continue to be reinvested.
32. What happens when a participant sells or transfers all of the shares
registered in his or her name or stops all purchases?
If you dispose of all shares registered in your name with respect to
which you participate in the Plan or stop purchases through payroll
deductions, investment of directors' fees and optional cash payments, the
cash dividends on the shares credited to your Plan account which remain in
the Plan will continue to be reinvested.
33. If Wachovia has a rights offering, how will rights on the Plan shares
be handled?
In the event Wachovia makes available to holders of common stock
rights or warrants to purchase additional shares of common stock or other
securities, these rights or warrants will be made available to
participants based on the number of shares (including any fractional
interest to the extent practicable) held in their Plan account on the
record date established for determining the holders of common stock
entitled to such rights or warrants.
34. What happens if Wachovia issues a stock dividend or declares a stock
split?
Any stock dividends or split shares distributed by Wachovia on shares
of common stock held for your Plan account will be credited to your
account in the Plan.
If you are reinvesting dividends on all of your shares through the
Plan, cash dividends paid on all shares received as a stock dividend or
split shares distribution also will be reinvested.
If you are reinvesting dividends on less than all of your shares,
cash dividends paid on shares received as a stock dividend or split shares
distribution will not be reinvested unless you complete and return to the
Agent a new Shareholder Authorization Card changing the number of shares
on which dividends are reinvesting.
In the event of a stock split, stock dividend or other similar
transaction, the number of shares of common stock covered by this
Prospectus will be increased accordingly.
35. How will a participant's shares be voted at meetings of shareholders?
You will receive a proxy indicating the total number of shares of
your common stock, including shares of common stock registered in your
name and shares of common stock credited to your Plan account.
If your proxy is returned properly signed and marked for voting, all
the shares covered
<PAGE>
by the proxy, including those registered in your name and those held for
you by the Plan, will be voted as marked.
If your proxy is returned properly signed but without indicating
instructions as to the manner in which shares are to be voted with respect
to any item, all of your shares, including those registered in your name
and those held for you by the Plan, will be voted in accordance with the
recommendations of the Board of Directors of Wachovia. If the proxy is not
returned, or if it is returned unexecuted or improperly executed, your
shares will be voted only if you vote in person.
36. What is the responsibility of Wachovia and the Agent for the Plan?
The Agent has no responsibility with respect to the preparation and
contents of this Prospectus. Neither Wachovia nor the Agent, in
administering the Plan, will be liable for any act done in good faith, or
for any good faith omission to act, including, without limitation, any
claims of liability arising out of (i) failure to terminate a
participant's account upon the participant's death prior to the receipt of
notice in writing of the death, (ii) the prices and times at which shares
of common stock are purchased or sold for the participant's account or
(iii) fluctuations in the market value of the common stock.
Neither Wachovia nor the Agent can assure any participant of a profit
or protect any participant against a loss on the shares purchased or sold
by him or her through the Plan.
The Plan is neither subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended, nor qualified under
Section 401(a) of the Internal Revenue Code of 1986, as amended.
37. Who regulates and interprets the Plan?
Wachovia reserves the right to interpret and regulate the Plan as it
deems necessary or desirable.
38. May the Plan be changed or discontinued?
The Plan was established by Wachovia in January 1986, pursuant to a
resolution of its Board of Directors dated December 20, 1985 and amended
by Board resolutions dated October 28, 1988, April 22, 1994, October 25,
1996 and October 22, 1999. Wachovia reserves the right to suspend, modify
or terminate the Plan at any time. Notice of any suspension, modification
or termination will be mailed to all participants in the Plan.
<PAGE>
USE OF PROCEEDS
Wachovia does not know either the number of shares that ultimately will be
purchased through the Plan or the prices at which the shares will be sold.
Wachovia intends to add the net proceeds of sales through the Plan to Wachovia's
general funds to be available for general corporate purposes. If shares of
common stock are purchased in the market by the Agent, Wachovia will not receive
any cash proceeds from the resulting sales.
INDEMNIFICATION
Wachovia's directors and officers are entitled to indemnification as
expressly permitted by the provisions of the North Carolina Business Corporation
Act and Wachovia's Bylaws. Wachovia has purchased a standard liability insurance
policy, which, subject to the limitations set forth in the policy, indemnifies
Wachovia's directors and officers for damages that they become legally obligated
to pay as a result of any negligent act, error or omission committed while
acting in their official capacity. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers
or controlling persons of Wachovia pursuant to the foregoing provisions,
Wachovia has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is therefore unenforceable.
LEGAL OPINION
The validity of the shares of common stock offered hereby has been passed
upon for Wachovia by the law firm of Kirkpatrick & Lockhart LLP, Washington,
D.C.
EXPERTS
Ernst & Young LLP, independent auditors, has audited Wachovia's
consolidated financial statements included in Wachovia's 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. Wachovia's financial statements are incorporated by
reference in reliance on Ernst & Young LLP's report, given on their authority as
experts in accounting and auditing.
<PAGE>
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made by this Prospectus and, if given or
made, such information or representations must not be relied upon as having been
authorized by Wachovia. Neither the delivery of this Prospectus nor any sale
made hereunder shall under any circumstances create an implication that there
has been no change in the affairs of Wachovia since the date hereof. This
Prospectus does not constitute an offer or solicitation by anyone in any state
in which such offer or solicitation is not authorized or in which the person
making such offer or solicitation is not qualified to do so or to anyone to whom
it is unlawful to make such offer or solicitation.
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TABLE OF CONTENTS
Page
----
Incorporation of Certain Documents
by Reference ..............................................................2
Available Information .........................................................2
Introduction ..................................................................3
Dividend Reinvestment and Common
Stock Purchase Plan ........................................................3
Purpose ....................................................................3
Advantages .................................................................3
Administration .............................................................4
Participation ..............................................................4
Optional Cash Payments .....................................................7
Costs ......................................................................8
Purchases ..................................................................8
Sale of Plan Shares ........................................................9
Dividends ..................................................................9
Reports to Participants ...................................................10
Certificates ..............................................................10
Termination of Participation ..............................................10
Tax Information ...........................................................12
Other Information .........................................................13
Use of Proceeds ..............................................................15
Indemnification ..............................................................15
Legal Opinion ................................................................15
Experts ......................................................................15
[LOGO] WACHOVIA
Dividend Reinvestment
and
Common Stock
Purchase Plan
PROSPECTUS
November 22, 1999
#00011-06
11/99
