Filed Pursuant to Rule 424(b)(2)
File Number 333-59165
P R O S P E C T U S S U P P L E M E N T
(To prospectus dated July 28, 1998)
[WACHOVIA LOGO HERE]
$400,000,000
Wachovia Corporation
6.150% Subordinated Notes due March 15, 2009
-----------
Interest on the 6.150% Subordinated Notes due March 15, 2009 of Wachovia
Corporation offered hereby is payable semi-annually on September 15 and March
15 of each year, commencing September 15, 1999. The Subordinated Notes are not
redeemable prior to maturity on March 15, 2009.
The Subordinated 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. Neither the Federal Deposit
Insurance Corporation nor any other government agency has insured the notes.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus supplement is truthful or complete. Any representation to the
contrary is a criminal offense.
-----------
<TABLE>
<CAPTION>
PER NOTE TOTAL
------------- ---------------
<S> <C> <C>
Public Offering Price(1) ............................... 99.661% $398,644,000
Underwriting Discount .................................. .650% $ 2,600,000
Proceeds, before expenses, to Wachovia Corporation ..... 99.011% $396,044,000
</TABLE>
(1) Plus accrued interest from March 15, 1999, if settlement occurs
after that date.
-----------
The Subordinated Notes will be ready for delivery in book-entry form only
through The Depository Trust Company, on or about March 15, 1999.
-----------
Salomon Smith Barney
Credit Suisse First Boston
Lehman Brothers
Merrill Lynch & Co.
J.P. Morgan & Co.
Morgan Stanley Dean Witter
March 10, 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
PROSPECTUS SUPPLEMENT
PAGE
--
Wachovia Corporation .................................... S-2
Consolidated Ratio of Earnings to Fixed Charges ......... S-3
Description of Notes .................................... S-3
Underwriting ............................................ S-5
PROSPECTUS
Available Information ................................... 2
Incorporation of Certain Documents by Reference ......... 2
Wachovia Corporation .................................... 2
Certain Regulatory Considerations ....................... 3
Consolidated Ratio of Earnings to Fixed Charges ......... 6
Use of Proceeds ......................................... 6
Description of Securities ............................... 7
Plan of Distribution .................................... 14
Experts ................................................. 15
Legal Matters ........................................... 15
</TABLE>
---------------
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 December 31, 1998, Wachovia Corporation had total assets of $64.1
billion, deposits of $41.0 billion, and a market capitalization of $17.7
billion. At December 31, 1998, Wachovia Corporation ranked 16th on the basis of
consolidated assets and 16th on the basis of market capitalization among
domestic U.S. bank holding companies. At December 31, 1998, Wachovia
Corporation's Tier 1 risk-based capital ratio was 7.99%, its total risk-based
capital ratio was 11.34% and its leverage ratio was 8.67%. Wachovia Corporation
is a registered bank holding company under the Bank Holding Company Act of
1956, as amended. Wachovia Corporation is also a savings and loan holding
company within the meaning of the Home Owner's Loan Act of 1933, as amended.
Wachovia Corporation's common stock is traded on the New York Stock Exchange
under the symbol WB.
Wachovia Corporation has one principal banking subsidiary, Wachovia Bank,
National Association, the assets of which currently constitute substantially
all of the assets of the Corporation. Wachovia Bank, National Association, is a
national banking association headquartered in Winston-Salem, North Carolina. As
of December 31, 1998, Wachovia Bank, National Association, had total assets of
$62.0 billion and deposits of $42.0 billion.
Wachovia Bank, National Association, currently offers credit and deposit
services and investment and trust services to consumers primarily located in
Georgia, North Carolina, South Carolina, Virginia and Florida and to
corporations located both inside and outside of the United States. Consumer
products and services are provided through a network of retail branches and
ATMs, 1-800-WACHOVIA On-Call 24 hour telephone banking, automated Phone Access,
and internet-based investing and banking at WWW.WACHOVIA.COM.
Wachovia Corporation also has subsidiaries engaged in large corporate and
institutional relationship management and business development, corporate
leasing, remittance processing, insurance and brokerage services. In addition
to its domestic banking offices and international banking offices in London and
the Cayman Islands, Wachovia Corporation's subsidiaries have offices in
Chicago, New York, Hong Kong, Sao Paulo and Tokyo.
S-2
<PAGE>
Wachovia Corporation's growth strategy includes using acquisitions to gain
access to additional customers in attractive markets and to enhance product and
service capabilities. As such, Wachovia Corporation regularly evaluates
acquisition opportunities and conducts due diligence activities in connection
with possible acquisitions. As a result, acquisition discussions and, in some
cases, negotiations may take place and future acquisitions involving cash, debt
or equity securities may occur.
Wachovia Corporation's executive offices are located at 100 North Main
Street, Winston-Salem, North Carolina 27101 (telephone number (336) 770-5000)
and 191 Peachtree Street, N.E., Atlanta, Georgia 30303 (telephone number (404)
332-5000).
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
The following unaudited table presents our consolidated ratio of earnings
to fixed charges 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>
YEAR ENDED DECEMBER 31,
--------------------------------------------------------------
1998 1997 1996 1995 1994
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Including interest on deposits ......... 1.56x 1.40x 1.52x 1.50x 1.64x
Excluding interest on deposits ......... 2.33x 1.98x 2.22x 2.15x 2.47x
</TABLE>
DESCRIPTION OF NOTES
We provide information to you about the notes (referred to in the
accompanying prospectus as the "Securities") in two documents that
progressively provide more detail - this prospectus supplement and the
accompanying prospectus. Since the terms of these notes may differ from the
general terms of the Securities described in the prospectus, you should rely on
the information in this prospectus supplement over different information in the
prospectus. You should read the prospectus and this prospectus supplement
together for a complete description of the notes. Terms that are capitalized
but not defined in this prospectus supplement have been defined in the
accompanying prospectus.
GENERAL
The notes will be limited to $400,000,000 aggregate principal amount and
will mature on March 15, 2009. The notes will bear interest at the rate per
year shown on the cover page of this prospectus supplement. The interest is
payable semi-annually in arrears on September 15 and March 15 of each year
(each, an "Interest Payment Date"), commencing September 15, 1999, to the
person in whose name each note is registered at the close of business on the
business day next preceding such Interest Payment Date or, in the event the
notes are no longer in book-entry form, the fifteenth day (whether or not a
business day) of the month preceding the month in which the relevant Interest
Payment Date occurs. The amount of interest payable for any period will be
computed on the basis of a year of 360-days consisting of twelve 30-day months.
The notes are not redeemable prior to maturity.
SUBORDINATION
The notes will be our direct, unsecured obligations and will be
subordinate to all of our Senior Indebtedness. In certain circumstances
relating to our dissolution, winding-up, liquidation or reorganization, the
notes will also be subordinate to all Additional Senior Obligations, as
described under "Description of Securities -- Subordination of
S-3
<PAGE>
Subordinated Securities" in the accompanying prospectus. The Subordinated
Indenture does not limit or prohibit us from incurring Senior Indebtedness or
Additional Senior Obligations. As of December 31, 1998, we had outstanding
approximately $774.1 million (which includes discount) of Senior Indebtedness
and no Additional Senior Obligations.
BOOK-ENTRY SYSTEM
The notes initially will be represented by one or more book-entry
securities deposited with The Depository Trust Company ("DTC") and registered
in the name of a nominee of DTC. The term "Depositary" refers to DTC or any
successor depositary. The notes will be available for purchase in denominations
of $1,000 and integral multiples thereof in book-entry form only. Except in the
limited circumstances as described under "Description of Securities --
Book-Entry Securities" in the accompanying prospectus, owners of beneficial
interests in the book-entry securities will not be entitled to have notes
represented by such book-entry securities registered in their names, will not
receive or be entitled to receive physical delivery of such notes in definitive
form, and will not be considered the owners or holders thereof under the
Subordinated Indenture.
DTC 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 within the meaning of Section 17A of the
Securities Exchange Act of 1934. DTC was created to hold securities of persons
who have accounts with DTC and to facilitate the clearance and settlement of
securities transactions among its participants in such securities through
electronic book-entry changes in accounts of the participants. Such system
eliminates the need for physical movement of securities certificates. DTC's
participants include securities brokers and dealers (including the
Underwriters), banks, trust companies, clearing corporations and certain other
organizations, some of which (and/or their representatives) own DTC. 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 participant, either directly or indirectly.
For additional information regarding the book-entry securities, see
"Description of Securities -- Book-Entry Securities" in the accompanying
prospectus.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the notes will be made in immediately available funds. We
will make all payments of principal and interest in immediately available
funds. The notes will trade in the Depositary's Same-Day Funds Settlement
System until maturity, and therefore the Depositary will require secondary
trading activity in the notes to be settled in immediately available funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. No assurance can be
given as to the effect, if any, of settlement in immediately available funds on
trading activity in the notes.
S-4
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement") among Wachovia Corporation and Salomon Smith
Barney Inc., Credit Suisse First Boston Corporation, Lehman Brothers Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc.
and Morgan Stanley & Co. Incorporated (the "Underwriters"), Wachovia
Corporation has agreed to sell to the Underwriters, and the Underwriters have
severally agreed to purchase from Wachovia Corporation, the respective
principal amounts of the notes set forth after their names below. In the
Underwriting Agreement, the several Underwriters have agreed, subject to the
terms and conditions set forth therein, to purchase all the notes offered
hereby if any of the notes are purchased. In the event of default by an
Underwriter, the Underwriting Agreement provides that, in certain
circumstances, purchase commitments of the nondefaulting Underwriters may be
increased or the Underwriting Agreement may be terminated.
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITERS AMOUNT
- --------------------------------------------------- ---------------
<S> <C>
Salomon Smith Barney Inc. ...................... $240,000,000
Credit Suisse First Boston Corporation ......... 32,000,000
Lehman Brothers Inc. ........................... 32,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated .................... .......... 32,000,000
J.P. Morgan Securities Inc. .................... 32,000,000
Morgan Stanley & Co. Incorporated .............. 32,000,000
------------
Total ........................... .......... $400,000,000
============
</TABLE>
The Underwriters have advised Wachovia Corporation that they 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 certain dealers
at such price less a concession not in excess of .4% of the principal amount of
the notes. The Underwriters may allow, and such dealers may reallow, a discount
not in excess of .25% of the principal amount of the notes to certain other
dealers. After the initial public offering, the public offering price,
concession and discount may be changed.
The Underwriting Agreement provides that Wachovia Corporation will
indemnify the Underwriters against certain liabilities, including civil
liabilities under the Securities Act of 1933, or contribute to payments the
Underwriters may be required to make in respect thereof.
The notes are a new issue of securities which will not be listed on any
securities exchange. The Underwriters advised Wachovia Corporation that the
Underwriters currently intend to make a market in the notes, as permitted by
applicable laws and regulations. The Underwriters are not obligated, however,
to make a market in the notes and may discontinue any such market-making at any
time at the sole discretion of the Underwriters. Accordingly, no assurance can
be given as to the liquidity of, or trading markets for, the notes.
The Underwriters and their affiliates may be customers of, engage in
transactions with and perform services for Wachovia Corporation and its
subsidiaries in the ordinary course of business.
In connection with the offering made hereby, the Underwriters may purchase
and sell the notes in the open market. These transactions may include
over-allotment and stabilizing transactions and purchases to cover short
positions created by the Underwriters in connection with the offering.
Stabilizing transactions consist of certain bids or purchases for the purpose
of preventing or retarding a decline in the market price of the notes. Short
positions created by the Underwriters involve the sale by the Underwriters of a
greater aggregate principal amount of notes than they are required to purchase
from Wachovia Corporation. The Underwriters also may impose a penalty bid,
whereby selling concessions allowed to broker-dealers in respect of the notes
sold in the offering may be reclaimed by the Underwriters if such notes are
repurchased by the Underwriters in stabilizing or covering transactions. These
activities may stabilize, maintain or otherwise affect the market price of the
notes, which may be higher than the price that might otherwise prevail in the
open market. These activities, if commenced, may be discontinued at any time.
These transactions may be effected in the over-the-counter market or otherwise.
S-5
<PAGE>
PROSPECTUS
$2,500,000,000
WACHOVIA CORPORATION
DEBT SECURITIES
---------------
Wachovia Corporation (the "Corporation") may offer from time to time up to
$2,500,000,000 aggregate principal amount (or its equivalent based on the
applicable exchange rate at the time of offering if denominated in foreign
currencies) of its unsecured debt securities (the "Securities") consisting of
senior debt securities (the "Senior Securities") and/or subordinated debt
securities (the "Subordinated Securities"), each on terms to be determined by
market conditions at the time of sale. As used herein, the Securities shall
include securities denominated in U.S. dollars or, if so specified in the
applicable Prospectus Supplement, in any other currency, including composite
currencies such as the European Currency Unit. The Securities may be sold
directly by the Corporation to the public or through agents designated from
time to time, through underwriting syndicates led by one or more managing
underwriters or through one or more underwriters acting alone.
The specific aggregate principal amount, maturity, rate and time of
payment of interest, if any, purchase price, any terms for redemption or other
special terms relating to the Securities in respect of which this Prospectus is
being delivered ("Offered Securities") are set forth in the accompanying
Prospectus Supplement (the "Prospectus Supplement"), together with the terms of
offering of the Offered Securities.
The Senior Securities, when issued, will be unsecured and will rank on a
parity with all unsecured and unsubordinated indebtedness of the Corporation.
The Subordinated Securities, when issued, will be unsecured and will be
subordinate to Senior Indebtedness of the Corporation and, under certain
circumstances, to Additional Senior Obligations of the Corporation, each as
defined herein. Payment of principal of the Subordinated Securities may be
accelerated only in the case of the bankruptcy of the Corporation. There is no
right of acceleration in the case of a default in the payment of the principal
of, or any premium or interest on, the Subordinated Securities or in the
performance of any covenant or agreement of the Corporation.
The Securities of a series may be issued in definitive registered form
without coupons ("Registered Securities") or in the form of one or more
book-entry securities in registered form ("Book-Entry Securities").
If any agent of the Corporation, or any underwriter, is involved in the
sale of the Securities offered hereby, the name of such agent or underwriter
and any applicable commissions or discounts are set forth in, or may be
calculated from, the Prospectus Supplement, and the net proceeds to the
Corporation from such sale will be the purchase price of such Securities less
such commissions or discounts and the other attributable issuance and
distribution expenses. See "Plan of Distribution" for possible indemnification
arrangements for agents or underwriters.
---------------
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF OFFERED SECURITIES
UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT. THE SECURITIES WILL BE UNSECURED
OBLIGATIONS OF THE CORPORATION, WILL NOT BE SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF THE CORPORATION AND WILL NOT
BE INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE
FUND OR ANY OTHER GOVERNMENT AGENCY.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
---------------
The date of this Prospectus is July 28, 1998.
<PAGE>
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission, at Room 1024, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549, and at the Commission's Regional
Offices in New York (13th Floor, 7 World Trade Center, New York, New York
10048) and Chicago (Suite 1400, 500 West Madison Street, Chicago, Illinois
60661-2511), and copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549, at prescribed rates. In addition, such material can be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005. This Prospectus does not contain all the information set
forth in the Registration Statement on Form S-3 of which this Prospectus is a
part and the exhibits thereto which the Corporation has filed with the
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
and to which reference is hereby made. The Corporation is an electronic filer,
and the Commission maintains a website (located at http:www.sec.gov) that
contains reports, proxy statements and other information regarding registrants
that file electronically.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Corporation hereby incorporates by reference in this Prospectus the
following reports filed with the Commission pursuant to Section 13 of the
Exchange Act: (a) the Corporation's Annual Report on Form 10-K for the year
ended December 31, 1997 and (b) the Corporation's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1998.
All documents filed by the Corporation pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Securities offered hereby shall
be deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
THE CORPORATION WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A
COPY OF ANY OR ALL OF THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE (OTHER
THAN EXHIBITS TO SUCH DOCUMENTS WHICH ARE NOT SPECIFICALLY INCORPORATED BY
REFERENCE IN SUCH DOCUMENTS). WRITTEN REQUESTS FOR SUCH COPIES SHOULD BE
DIRECTED TO WACHOVIA CORPORATION, 100 NORTH MAIN STREET, WINSTON-SALEM, NORTH
CAROLINA 27101, ATTENTION: GENERAL COUNSEL. TELEPHONE REQUESTS MAY BE DIRECTED
TO (336) 770-5000.
WACHOVIA CORPORATION
Wachovia Corporation (the "Corporation" or "Wachovia"), a North Carolina
corporation, is an interstate bank holding company serving regional, national
and international markets and maintains dual headquarters in Atlanta, Georgia
and Winston-Salem, North Carolina. At March 31, 1998, Wachovia had total assets
of $65.1 billion, deposits of $39.9 billion, and a market capitalization of
$17.5 billion. Based on its consolidated asset size and market capitalization
at March 31, 1998, Wachovia ranked 18 and 16, respectively, among domestic U.S.
bank holding companies. Wachovia is a registered bank holding company under the
Bank Holding Company Act of 1956, as amended, and is a savings and loan holding
company within the meaning of the Home Owner's Loan Act of 1933, as amended.
Wachovia's common stock is traded on the New York Stock Exchange under the
symbol WB.
2
<PAGE>
The Corporation has one principal banking subsidiary, Wachovia Bank,
National Association ("Wachovia Bank"), the assets of which currently
constitute substantially all of the assets of the Corporation. Wachovia Bank is
a national banking association headquartered in Winston-Salem, North Carolina.
As of March 31, 1998, Wachovia Bank had total assets of $63.4 billion and
deposits of $40.6 billion.
Wachovia Bank currently offers credit and deposit services and investment
and trust services to consumers primarily located in Georgia, North Carolina,
South Carolina, Virginia and Florida and to corporations located both inside
and outside of the United States. Consumer products and services are provided
through a network of retail branches and ATMs as listed in the following table,
1-800-WACHOVIA On-Call 24 hour telephone banking, automated Phone Access, and
internet-based investing and banking at WWW.WACHOVIA.COM.
<TABLE>
<CAPTION>
AS OF
MARCH 31, 1998
---------------
<S> <C>
Banking offices:
North Carolina ........... 203
Georgia .................. 131
South Carolina ........... 125
Virginia ................. 263
Florida .................. 34
---
TOTAL .................. 756
Automated banking machines:
North Carolina ........... 437
Georgia .................. 288
South Carolina ........... 276
Virginia ................. 302
Florida .................. 6
---
TOTAL .................. 1,309
</TABLE>
The Corporation also has subsidiaries engaged in large corporate and
institutional relationship management and business development, corporate
leasing, remittance processing, insurance and brokerage services. In addition
to its domestic banking offices and international banking offices in London and
the Cayman Islands, the Corporation's subsidiaries have offices in Chicago, New
York, Hong Kong, Sao Paulo and Tokyo.
The Corporation's growth strategy includes using acquisitions to gain
access to additional customers in attractive markets and to enhance product and
service capabilities. As such, the Corporation regularly evaluates acquisition
opportunities and conducts due diligence activities in connection with possible
acquisitions. As a result, acquisition discussions and, in some cases,
negotiations may take place and future acquisitions involving cash, debt or
equity securities may occur. Acquisitions typically involve the payment of a
premium over book value and, therefore, some dilution of the Corporation's book
value and net income per share may occur in connection with any future
transactions.
The Corporation's executive offices are located at 100 North Main Street,
Winston-Salem, North Carolina 27101 and 191 Peachtree Street, N.E., Atlanta,
Georgia 30303, and its telephone numbers are (336) 770-5000 and (404) 332-5000,
respectively.
CERTAIN REGULATORY CONSIDERATIONS
GENERAL
As a bank holding company, the Corporation is subject to the regulation
and supervision of the Federal Reserve Board. Wachovia Bank, as a national
banking association, is subject to supervision and examination by the Office of
the Comptroller of the Currency (the "Comptroller") and the Federal Deposit
Insurance Corporation (the "FDIC"). In addition, as a savings and loan holding
company, the Corporation is registered with the Office of Thrift Supervision
(the "OTS") and is subject to OTS regulations, supervision and reporting
requirements. The Corporation's subsidiary savings
3
<PAGE>
bank, Atlantic Savings Bank, F.S.B. ("Atlantic"), also is subject to
supervision and examination by the OTS. Wachovia Bank and Atlantic are also
subject to various requirements and restrictions, including requirements to
maintain reserves against deposits, restrictions on the types and amounts of
loans that may be granted and the interest that may be charged thereon, and
limitations on the types of investments that may be made and the types of
services that may be offered. Various consumer laws and regulations also affect
the operations of Wachovia Bank and Atlantic. In addition to the impact of
regulation, commercial banks and savings banks are affected significantly by
the actions of the Federal Reserve Board as it attempts to control the money
supply and credit availability in order to influence the economy.
The federal banking agencies have broad enforcement powers over depository
institutions, including the power to terminate deposit insurance, to impose
substantial fines and other civil and criminal penalties, and to appoint a
conservator or receiver if any of a number of conditions are met. The federal
banking agencies also have broad enforcement powers over bank holding
companies, including the power to impose substantial fines and other civil and
criminal penalties.
Almost every aspect of the operations and financial condition of Wachovia
Bank is subject to extensive regulation and supervision and to various
requirements and restrictions under federal and state law, including
requirements governing capital adequacy, liquidity, earnings, dividends,
reserves against deposits, management practices, branching, loans, investments
and the provision of services. The activities and operations of the Corporation
also are subject to extensive federal supervision and regulation which, among
other things, limit non-banking activities, impose minimum capital requirements
and require approval to acquire 5% of any class of voting shares or
substantially all of the assets of a bank or other company. In addition to the
impact of regulation, banks and bank holding companies may be significantly
affected by legislation, which can change banking statutes in substantial and
unpredictable ways, and by the actions of the Federal Reserve Board as it
attempts to control the money supply and credit availability in order to
influence the economy.
PAYMENT OF DIVIDENDS AND OTHER RESTRICTIONS
The Corporation is a legal entity separate and distinct from its
subsidiaries, including Wachovia Bank and Atlantic. There are various legal and
regulatory limitations on the extent to which the Corporation's subsidiaries,
including its bank and savings and loan subsidiaries, can finance or otherwise
supply funds to the Corporation.
The principal source of the Corporation's cash revenues is dividends from
its subsidiaries and there are certain legal restrictions under federal and
state law on the payment of dividends by such subsidiaries. The amount of
dividends that may be paid by Wachovia Bank, without regulatory approval, is
limited to the lesser of the amounts calculated under a "recent earnings" test
and an "undivided profits" test. Under the recent earnings test, a dividend may
not be paid if the total of all dividends declared by a bank in any calendar
year is in excess of the current year's net income combined with the retained
net income of the two preceding years, unless the bank obtains the approval of
the Comptroller. Under the "undivided profits" test, a dividend may not be paid
in excess of a bank's "undivided profits". The relevant regulatory agencies
also have authority to prohibit a bank holding company, which would include the
Corporation, or a national banking association from engaging in what, in the
opinion of such regulatory body, constitutes an unsafe or unsound practice in
conducting its business. The payment of dividends could, depending upon the
financial condition of the subsidiary, be deemed to constitute such an unsafe
or unsound practice. Under applicable law, as a savings bank, Atlantic must
give the OTS 30 days prior notice of any proposed payment of dividends.
Retained earnings of the Corporation's banking subsidiaries available for
payment of cash dividends under all applicable regulations without obtaining
governmental approval were approximately $156 million as of December 31, 1997.
In addition, Wachovia Bank and its subsidiaries are subject to limitations
under Section 23A of the Federal Reserve Act with respect to extensions of
credit to, investments in, and certain other transactions with, the Corporation
and its other subsidiaries. Furthermore, loans and extensions of credit also
are subject to various collateral requirements.
4
<PAGE>
CAPITAL ADEQUACY
The federal bank regulatory agencies have adopted minimum risk-based and
leverage capital guidelines for United States banking organizations. The
minimum required risk-based capital ratio of qualifying total capital to risk-
weighted assets (including certain off-balance-sheet items, such as standby
letters of credit) is 8%, of which 4% must consist of Tier 1 capital. As of
March 31, 1998, the Corporation's total risk-based capital ratio was 11.64%,
including 8.87% of Tier 1 capital. The minimum required leverage capital ratio
(Tier 1 capital to average total assets) is 3% for banking organizations that
meet certain specified criteria, including that they have the highest
regulatory rating. A higher leverage ratio may apply under certain
circumstances. As of March 31, 1998, the Corporation's leverage capital ratio
was 8.91%.
Failure to meet capital guidelines can subject a banking organization to a
variety of enforcement remedies, including additional substantial restrictions
on its operations and activities, termination of deposit insurance by the FDIC,
and under certain conditions the appointment of a receiver or conservator.
Federal banking statutes establish five capital categories for depository
institutions ("well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized" and "critically undercapitalized"), and impose
significant restrictions on the operations of an institution that is not at
least adequately capitalized. Under certain circumstances, an institution may
be downgraded to a category lower than that warranted by its capital levels,
and subjected to the supervisory restrictions applicable to institutions in the
lower capital category. A depository institution is generally prohibited from
making capital distributions (including paying dividends) or paying management
fees to a holding company if the institution would thereafter be
undercapitalized. Adequately capitalized institutions may accept brokered
deposits only with a waiver from the FDIC, while undercapitalized institutions
may not accept, renew, or roll over brokered deposits.
An undercapitalized depository institution is also subject to restrictions
in a number of areas, including asset growth, acquisitions, branching, new
lines of business, and borrowing from the Federal Reserve System. In addition,
an undercapitalized depository institution is required to submit a capital
restoration plan. A depository institution's holding company must guarantee the
capital plan up to an amount equal to the lesser of 5% of the depository
institution's assets at the time it becomes undercapitalized or the amount
needed to restore the capital of the institution to the levels required for the
institution to be classified as adequately capitalized at the time the
institution fails to comply with the plan and any such guarantee would be
entitled to a priority of payment in bankruptcy. A depository institution is
treated as if it is significantly undercapitalized if it fails to submit a
capital plan that (i) is based on realistic assumptions and (ii) is likely to
succeed in restoring the depository institution's capital.
Significantly undercapitalized depository institutions may be subject to a
number of additional significant requirements and restrictions, including
requirements to sell sufficient voting stock to become adequately capitalized,
to replace or improve management, to reduce total assets, to cease acceptance
of correspondent bank deposits, to restrict senior executive compensation and
to limit transactions with affiliates. Critically undercapitalized depository
institutions are further subject to restrictions on paying principal or
interest on subordinated debt, making investments, expanding, acquiring or
selling assets, extending credit for highly-leveraged transactions, paying
excessive compensation, amending their charters or bylaws and making any
material changes in accounting methods. In general, a receiver or conservator
must be appointed for a depository institution within 90 days after the
institution is deemed to be critically undercapitalized.
SUPPORT OF SUBSIDIARY BANKS
Under Federal Reserve Board policy, the Corporation is expected to act as
a source of financial strength to, and to commit resources to support, Wachovia
Bank. This support may be required at times when, absent such Federal Reserve
Board policy, the Corporation may not be inclined to provide it. In the event
of a bank holding company's bankruptcy, any commitment by the bank holding
company to a federal bank regulatory agency to maintain the capital of a
subsidiary bank will be assumed by the bankruptcy trustee and entitled to a
priority of payment.
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A depository institution insured by the FDIC can be held liable for any
loss incurred by, or reasonably expected to be incurred by, the FDIC in
connection with the default of a commonly controlled FDIC-insured depository
institution or any assistance provided by the FDIC to any commonly controlled
FDIC-insured depository institution "in danger of default". "Default" is
defined generally as the appointment of a conservator or receiver and "in
danger of default" is defined generally as the existence of certain conditions
indicating that a default is likely to occur in the absence of regulatory
assistance. Liability for the losses of commonly-controlled depository
institutions can lead to the failure of some or all depository institutions in
a holding company structure, if the remaining institutions are unable to pay
the liability assessed by the FDIC. Any obligation or liability owed by a
subsidiary bank to its parent company is subordinate to the subsidiary bank's
cross-guarantee liability for losses of commonly-controlled depository
institutions.
FDIC INSURANCE ASSESSMENTS
Wachovia Bank is subject to FDIC deposit insurance assessments. The FDIC
has authority to raise or lower assessment rates on insured deposits in order
to achieve certain designated reserve ratios in the Bank Insurance Fund ("BIF")
and the Savings Association Insurance Fund ("SAIF") and to impose special
additional assessments. The FDIC applies a risk-based assessment system that
places each financial institution into one of nine risk categories, based on
capital levels and supervisory criteria and an evaluation of the bank's risk to
the BIF or SAIF, as applicable. The current FDIC premium schedule for the SAIF
and the BIF ranges from 0% to 0.27%.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
The following unaudited table presents the consolidated ratio of earnings
to fixed charges of the Corporation for the periods indicated. The consolidated
ratio of earnings to fixed charges has been computed by dividing net income
plus all applicable income taxes plus fixed charges by fixed charges. Fixed
charges represent all interest expense (ratios are presented both including and
excluding interest on deposits), and the portion of net rental expense which is
deemed to be equivalent to interest on long-term debt. Interest expense (other
than on deposits) includes interest on long-term debt, federal funds purchased
and securities sold under agreements to repurchase, mortgages, commercial paper
and other funds borrowed.
<TABLE>
<CAPTION>
THREE MONTHS YEAR ENDED DECEMBER 31,
ENDED --------------------------------------------------------------
MARCH 31, 1998 1997 1996 1995 1994 1993
--------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Including interest on deposits ......... 1.49x 1.40x 1.52x 1.50x 1.64x 1.73x
Excluding interest on deposits ......... 2.20x 1.98x 2.22x 2.15x 2.47x 3.38x
</TABLE>
USE OF PROCEEDS
The net proceeds from the sale of the Securities will be used for general
corporate purposes, principally to fund investments in, or extensions of credit
to, the Corporation's banking and nonbanking subsidiaries. The Corporation also
may use such proceeds to allow its subsidiaries to repay borrowings incurred by
such subsidiaries. Except as otherwise described in the Prospectus Supplement,
specific allocations of the proceeds to such purposes will not have been made
at the date of the Prospectus Supplement, although management of the
Corporation will have determined that funds should be borrowed at that time in
anticipation of future funding or capital requirements of its subsidiaries. The
precise amount and timing of such investments in and extensions of credit to
the subsidiaries will depend upon their funding requirements and the
availability of other funds to the Corporation and its subsidiaries. In
addition to the foregoing, the Corporation also may use a portion of the net
proceeds to fund possible acquisitions if suitable opportunities develop in the
future. Based upon the anticipated future financing requirements of the
Corporation and its subsidiaries, the Corporation expects that it will, from
time to time, engage in additional financings of a character and in amounts to
be determined.
6
<PAGE>
DESCRIPTION OF SECURITIES
GENERAL
The following sets forth certain general terms and provisions of the
Securities offered hereby. The particular terms of the Securities offered by
any Prospectus Supplement will be described in the Prospectus Supplement
relating to such Offered Securities (the "Applicable Prospectus Supplement").
The Senior Securities are to be issued under an Indenture dated as of
August 15, 1996 (the "Senior Indenture") between the Corporation and The Chase
Manhattan Bank, as trustee (the "Senior Trustee"). The Subordinated Securities
are to be issued under an Indenture dated as of July 15, 1998 (the
"Subordinated Indenture") between the Corporation 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. The
following summaries of certain provisions of the Securities and the Indentures
do not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all the provisions of the Indenture applicable to a
particular series of Senior Securities or Subordinated Securities (the
"Applicable Indenture"), including the definitions therein of certain terms.
References to the "Applicable Trustee" refer to the Senior Trustee or the
Subordinated Trustee, as the context indicates. Wherever particular Sections,
Articles or defined terms of the Indentures are referred to, it is intended
that such Sections, Articles or defined terms shall be incorporated herein by
reference. Article and Section references used herein are references to the
Applicable Indenture except where specific reference is made to either the
Senior Indenture or the Subordinated Indenture. Capitalized terms not otherwise
defined in this Prospectus shall have the meanings given to them in the
Applicable Indenture.
The Senior Securities will be unsecured and will rank on a parity with all
unsecured and unsubordinated indebtedness of the Corporation. The Senior
Indenture contains covenants prohibiting the Corporation from disposing of, or
permitting the issuance of, capital stock of specified subsidiaries under
certain circumstances. See "Restrictive Covenants Applicable to Senior
Securities". The Subordinated Securities will be unsecured and will be
subordinated and junior to all Senior Indebtedness and, in certain
circumstances relating to the dissolution, winding-up, liquidation or
reorganization of the Corporation, to all Additional Senior Obligations (each
as defined below under "Subordination of Subordinated Securities"). The
Subordinated Indenture does not contain covenants prohibiting the Corporation
from disposing of voting stock of its subsidiaries, including the stock of any
of its banking subsidiaries. Events of default as to which payment of the
principal of the Subordinated Securities may be accelerated are limited to
events relating to the bankruptcy of the Corporation. See "Subordination of
Subordinated Securities" and "Events of Default; Limited Rights of Acceleration
for Subordinated Securities".
The Indentures do not limit the amount of Securities that may be issued
thereunder and provide that Securities may be issued thereunder from time to
time in one or more series. (Section 301) Neither the Indentures nor the
Securities will limit or otherwise restrict the amount of other indebtedness
which may be incurred by the Corporation or any of its subsidiaries. In
addition, the Indentures and the Securities will not contain any provision that
would require the Corporation to repurchase or redeem or otherwise modify the
terms of the Securities upon a change in control or other events involving the
Corporation that may adversely affect the credit quality of the Corporation.
Because the Corporation is a holding company, its rights and the rights of
its creditors, including the holders of the Securities, to participate in the
assets of any subsidiary upon the liquidation or reorganization of such a
subsidiary will be subject to the prior claims of such subsidiaries' creditors
(including, in the case of a subsidiary bank, its depositors) except to the
extent that the Corporation may itself be a creditor with recognized claims
against the subsidiary. Claims on subsidiaries of the Corporation by creditors
other than the Corporation include claims with respect to long-term debt and
substantial obligations with respect to deposit liabilities, federal funds
purchased, securities sold under repurchase agreements and other short-term
borrowings. See "Wachovia Corporation".
Unless otherwise indicated in the Applicable Prospectus Supplement,
principal of and premium, if any, and interest on the Securities will be
payable at the office or agency of the Applicable Trustee maintained for such
purpose in New York, New York, and at any other office or agency maintained by
the Corporation for such purposes, except that, at the option of the
Corporation, interest may be paid by mailing a check to the address of the
person entitled thereto as it appears on the Security Register. The transfer of
Securities (other than Book-Entry Securities) will be registrable for each
7
<PAGE>
series of Securities at the corporate trust office of the Applicable Trustee.
(Sections 301, 305 and 1002) The corporate trust office of the Applicable
Trustee is located in New York, New York. Interest on the Securities will be
payable to the person in whose name the Securities are registered at the close
of business on the Regular Record Date designated for an Interest Payment Date.
(Section 307) The Securities will be issued only in fully registered form
without coupons and, unless otherwise indicated in the Applicable Prospectus
Supplement, in denominations of $1,000 or integral multiples thereof. (Section
302) No service charge will be required for any registration of transfer or
exchange of the Securities, but the Corporation may require payment of a sum
sufficient to cover any tax or other governmental charge imposed in connection
therewith other than certain exchanges not involving any transfer. (Section
305)
The Applicable Prospectus Supplement will describe the following terms of
the Offered Securities: (a) the title of the Offered Securities; (b) whether
the Offered Securities are Senior Securities or Subordinated Securities; (c)
any limit on the aggregate principal amount of the Offered Securities; (d) the
date or dates on which the Offered Securities will mature; (e) the rate or
rates (which may be fixed or variable) per annum at which the Offered
Securities will bear interest, if any, the date or dates from which such
interest, if any, will accrue, the dates on which such interest, if any, will
be payable and the Regular Record Dates for such Interest Payment Dates; (f)
the place or places, if any, in addition to the office or agency of the
Applicable Trustee, where the principal of and premium, if any, and interest on
the Offered Securities will be payable; (g) the period or periods within which,
the price or prices at which and the terms and conditions upon which the
Offered Securities may be redeemed, in whole or in part, at the option of the
Corporation; (h) the obligation, if any, of the Corporation to redeem or
purchase the Offered Securities pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods
within which, the price or prices at which and the terms and conditions upon
which Offered Securities shall be redeemed or purchased, in whole or in part,
pursuant to such obligation; (i) if other than denominations of $1,000 and any
integral multiple thereof, the denominations in which the Offered Securities
will be issuable; (j) the currency or currencies of payment of principal of and
premium, if any, and interest on the Offered Securities if other than the
currency of the United States of America; (k) any index used to determine the
amount of payment of principal of, premium, if any, and interest on the Offered
Securities; (l) if other than the principal amount thereof, the portion of the
principal amount of the Offered Securities which will be payable upon the
declaration of acceleration of the Maturity thereof; (m) the law which will
govern the terms of the Securities; (n) information with respect to book-entry
procedures, if any; and (o) any other terms of the Offered Securities. (Section
301)
Securities may be issued as Original Issue Discount Securities to be
offered and sold at a substantial discount below their stated principal amount.
Federal income tax consequences and other special considerations applicable to
any such Original Issue Discount Securities will be described in the Applicable
Prospectus Supplement. "Original Issue Discount Security" means any security
which provides for an amount less than the principal amount thereof to be due
and payable upon the declaration of acceleration of the Maturity thereof upon
the occurrence of an Event of Default and the continuation thereof. (Section
101)
BOOK-ENTRY SECURITIES
The Securities of a series may be issued in the form of one or more
Book-Entry Securities that will be deposited with a Depositary or its nominee
identified in the Applicable Prospectus Supplement. (Section 301) In such a
case, one or more Book-Entry Securities will be issued in a denomination or
aggregate denominations equal to the portion of the aggregate principal amount
of Outstanding Securities of the series to be represented by such Book-Entry
Security or Securities. Unless and until it is exchanged in whole or in part
for Securities in definitive registered form, a Book-Entry Security may not be
transferred except as a whole by the Depositary for such Book-Entry Security to
a nominee of such Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor of the Depositary or a nominee of such successor.
(Section 305)
The specific terms of the depositary arrangement with respect to any
portion of a series of Securities to be represented by a Book-Entry Security
will be described in the Applicable Prospectus Supplement. The Corporation
anticipates that the following provisions will apply to all depositary
arrangements.
Upon the issuance of a Book-Entry Security, the Depositary for such
Book-Entry Security or its nominee will credit, on its book-entry registration
and transfer system, the respective principal amounts of the Securities
represented by
8
<PAGE>
such Book-Entry Security to the accounts of persons that have accounts with
such Depositary ("participants"). Such accounts shall be designated by the
underwriters or agents with respect to such Securities or by the Corporation if
such Securities are offered and sold directly by the Corporation. Participants
include securities brokers and dealers, banks and trust companies, clearing
corporations and certain other organizations. Access to the Depositary's system
is also available to others, such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
participant, either directly or indirectly ("indirect participants"). Persons
who are not participants may beneficially own Book-Entry Securities held by the
Depositary only through participants or indirect participants.
Ownership of beneficial interests in any Book-Entry Security will be shown
on, and the transfer of that ownership will be effected only through, records
maintained by the Depositary or its nominee (with respect to interests of
participants) for such Book-Entry Security and on the records of participants
(with respect to interests of indirect participants). The laws of some states
require that certain purchasers of securities take physical delivery of such
securities in definitive form. Such laws, as well as the limits on
participation in the Depositary's book-entry system, may impair the ability to
transfer beneficial interests in a Book-Entry Security.
So long as the Depositary or its nominee is the registered owner of a
Book-Entry Security, such Depositary or such nominee will be considered the
sole owner or holder of the Securities represented by such Book-Entry Security
for all purposes under the Applicable Indenture. Except as provided below,
owners of beneficial interests in Securities represented by Book-Entry
Securities will not be entitled to have Securities of the series represented by
such Book-Entry Security registered in their names, will not receive or be
entitled to receive physical delivery of such Securities in definitive form,
and will not be considered the owners or holders thereof under the Applicable
Indenture.
Payments of principal of and any premium and interest on Securities
registered in the name of the Depositary or its nominee will be made to the
Depositary or its nominee, as the case may be, as the registered owner of the
Book-Entry Security representing such Securities. The Corporation expects that
the Depositary for a series of Securities or its nominee, upon receipt of any
payment of principal, premium or interest, will credit immediately
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of the Book-Entry
Security for such Securities, as shown on the records of such Depositary or its
nominee. The Corporation also expects that payments by participants and
indirect participants to owners of beneficial interests in such Book-Entry
Security held through such persons will be governed by standing instructions
and customary practices, as is now the case with securities registered in
"street name," and will be the responsibility of such participants and indirect
participants. Neither the Corporation, the Applicable Trustee, any
Authenticating Agent, any Paying Agent nor the Security Registrar for such
Securities will have any responsibility or liability for any aspect of the
records relating to, or payments made on account of, beneficial ownership
interests in the Book-Entry Security for such Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests. (Section 311)
If the Depositary for Securities of a series notifies the Corporation that
it is unwilling or unable to continue as Depositary or if at any time the
Depositary ceases to be a clearing agency registered under the Exchange Act,
the Corporation has agreed to appoint a successor depositary. If such a
successor is not appointed by the Corporation within 90 days, the Corporation
will issue Securities of such series in definitive registered form in exchange
for the Book-Entry Security representing such series of Securities. In
addition, the Corporation may at any time and in its sole discretion determine
that the Securities of any series issued in the form of one or more Book-Entry
Securities shall no longer be represented by such Book-Entry Security or
Securities and, in such event, will issue Securities of such series in
definitive registered form in exchange for such Book-Entry Security or
Securities representing such series of Securities. Further, if the Corporation
so specifies with respect to the Securities of a series, or if an Event of
Default, or an event which with notice, lapse of time or both would be an Event
of Default with respect to the Securities of such series has occurred and is
continuing, an owner of a beneficial interest in a Book-Entry Security
representing Securities of such series may receive Securities of such series in
definitive registered form. In any such instance, an owner of a beneficial
interest in a Book-Entry Security will be entitled to physical delivery in
definitive registered form of Securities of the series represented by such
Book-Entry Security equal in principal amount to such beneficial interest and
to have such Securities registered in its name. (Section 305) Securities so
issued in definitive form will be issued in denominations of $1,000 and
integral multiples thereof and will be issued in registered form only, without
coupons.
9
<PAGE>
RESTRICTIVE COVENANTS APPLICABLE TO SENIOR SECURITIES
The Senior Indenture contains a covenant that the Corporation will not,
directly or indirectly, (a) sell or permit to be issued any shares of capital
stock of a Principal Subsidiary Bank (other than directors' qualifying shares)
or any shares of capital stock of a Principal Subsidiary or any securities
convertible into or rights to subscribe to such capital stock, unless, after
giving effect to such transaction and to shares issuable upon conversion or
exercise of rights into such capital stock, at least 80% of the outstanding
shares of capital stock of each class of such Principal Subsidiary or Principal
Subsidiary Bank shall be owned at the time, directly or indirectly, by the
Corporation or (b) pay any dividend or make any other distribution in capital
stock of a Principal Subsidiary Bank or of any Principal Subsidiary, unless the
Principal Subsidiary Bank or Principal Subsidiary to which the transaction
relates, having obtained any necessary regulatory approvals, unconditionally
guarantees payment of the principal of and any premium and interest on the
Senior Securities. (Section 1005 of the Senior Indenture) The term "Principal
Subsidiary" or "Principal Subsidiary Bank" is defined to mean any Subsidiary or
Subsidiary Bank, the consolidated assets of which constitute 10% or more of the
assets of the Corporation and, in the case of a Principal Subsidiary, owns
shares of a Principal Subsidiary Bank. (Section 101) At the date of this
Prospectus, the Subsidiary Bank which was the Principal Subsidiary Bank was
Wachovia Bank. There is no restriction in the Senior Indenture on the ability
of a Principal Subsidiary Bank to sell assets.
The Senior Indenture also prohibits the Corporation from creating,
assuming, incurring or suffering to exist any mortgage, pledge, encumbrance or
lien or charge of any kind upon the capital stock of a Principal Subsidiary
Bank (other than directors' qualifying shares) or the capital stock of a
Principal Subsidiary, except that the following liens are permitted: (i) liens
for taxes that are not due, are payable without penalty or are being contested
in good faith by appropriate proceedings, and (ii) liens resulting from any
judgment that has not remained undischarged or unstayed for more than 60 days.
(Section 1006 of the Senior Indenture)
SUBORDINATION OF SUBORDINATED SECURITIES
The obligations of the Corporation to make any payment on account of the
principal of and premium, if any, and interest on the Subordinated Securities
will be subordinate and junior in right of payment to all Senior Indebtedness
of the Corporation and, in certain circumstances relating to the dissolution,
winding-up, liquidation of or reorganization of the Corporation, to all
Additional Senior Obligations. (Article Thirteen of the Subordinated Indenture)
"Senior Indebtedness" is defined in the Subordinated Indenture to mean (a)
all indebtedness of the Corporation for money borrowed, whether now outstanding
or subsequently created, assumed or incurred, other than (i) the Subordinated
Securities, (ii) the 7% Subordinated Notes due 1999 of the Corporation in the
aggregate principal amount of $300 million (the "7% Subordinated Notes"), (iii)
any obligation Ranking on a Parity with the Subordinated Securities (which
includes the 6 3/8% Subordinated Notes due 2003 of the Corporation in the
aggregate principal amount of $250 million and the 6 3/8% Subordinated Notes
due 2009 of the Corporation in the aggregate principal amount of $250 million
(collectively, the "6 3/8% Subordinated Notes"), the 6.80% Subordinated Notes
due 2005 of the Corporation in the aggregate principal amount of $250 million
(the "6.80% Subordinated Notes") and the 6.605% Subordinated Notes due October
1, 2025 of the Corporation in the aggregate principal amount of $250 million,
the holders of which may elect to have all or a portion thereof redeemed on
October 1, 2005 (the "6.605% Subordinated Notes")), or (iv) any obligation
Ranking Junior to the Subordinated Securities and (b) any deferrals, renewals
or extensions of any such Senior Indebtedness. The term "indebtedness of the
Corporation for money borrowed" shall mean any obligation of, or any obligation
guaranteed by, the Corporation for repayment of borrowed money, whether or not
evidenced by bonds, debentures, notes or other written instruments, and any
deferred obligations for payment of the purchase price of property or assets
acquired other than in the ordinary course of business. "Additional Senior
Obligations" is defined in the Subordinated Indenture to mean all indebtedness
of the Corporation, whether now outstanding or subsequently created, assumed or
incurred, for claims in respect of derivative products such as interest and
foreign exchange rate contracts, commodity contracts and similar arrangements;
provided, however, that Additional Senior Obligations do not include (a) any
claims in respect of Senior Indebtedness, or (b) any obligations (i) Ranking
Junior to the Subordinated Securities, or (ii) Ranking on a Parity with the
Subordinated Securities. For purposes of this definition, "claim" shall have
the meaning assigned thereto in Section 101(4) of the United States Bankruptcy
Code of 1978. The Subordinated Indenture does not limit or prohibit the
incurrence of Senior Indebtedness or Additional Senior Obligations.
10
<PAGE>
The term "Ranking Junior to the Subordinated Securities" is defined in the
Subordinated Indenture to mean any obligation of the Corporation which (a)
ranks junior to and not equally with or prior to the Subordinated Securities in
right of payment upon the happening of any insolvency, receivership,
conservatorship, reorganization, readjustment of debt, marshalling of assets
and liabilities or similar proceedings or any liquidation or winding-up of or
relating to the Corporation as a whole, whether voluntary or involuntary, and
(b) is specifically designated as ranking junior to the Subordinated Securities
by express provisions in the instrument creating or evidencing such obligation.
The term "Ranking on a Parity with the Subordinated Securities" is defined
in the Subordinated Indenture to mean any obligation of the Corporation which
(a) ranks equally with and not prior to the Subordinated Securities in right of
payment upon the happening of any insolvency, receivership, conservatorship,
reorganization, readjustment of debt, marshalling of assets and liabilities or
similar proceedings or any liquidation or winding-up of or relating to the
Corporation as a whole, whether voluntary or involuntary, and (b) is
specifically designated as ranking on a parity with the Subordinated Securities
by express provision in the instrument creating or evidencing such obligation.
(Section 101 of the Subordinated Indenture)
The Subordinated Securities will be subordinate in right of payment to all
Senior Indebtedness, as provided in the Subordinated Indenture. No payment on
account of the principal of and premium, if any, or interest in respect of the
Subordinated Securities may be made if there shall have occurred and be
continuing a default in payment with respect to Senior Indebtedness or an event
of default with respect to any Senior Indebtedness resulting in the
acceleration of the maturity thereof. Upon any payment or distribution of
assets to creditors upon any insolvency, receivership, conservatorship,
reorganization, readjustment of debt, marshalling of assets and liabilities or
similar proceedings or any liquidation or winding-up of or relating to the
Corporation as a whole, whether voluntary or involuntary, (a) the holders of
all Senior Indebtedness will first be entitled to receive payment in full
before the Holders of the Subordinated Securities will be entitled to receive
any payment in respect of the principal of and premium, if any, or interest on
the Subordinated Securities, and (b) if after giving effect to the operation of
clause (a) above, (i) any amount of cash, property or securities remains
available for payment or distribution in respect of the Subordinated Securities
("Excess Proceeds"), and (ii) creditors in respect of Additional Senior
Obligations have not received payment in full of amounts due or to become due
thereon or payment of such amounts has not been duly provided for, then such
Excess Proceeds shall first be applied to pay or provide for the payment in
full of all such Additional Senior Obligations before any payment may be made
on the Subordinated Securities. If the Holders of Subordinated Securities
receive payment and are aware at the time of receiving payment that all Senior
Indebtedness and Additional Senior Obligations have not been paid in full, then
such payment shall be held in trust for the benefit of the holders of Senior
Indebtedness and/or Additional Senior Obligations, as the case may be. (Section
1301 of the Subordinated Indenture) By reason of such subordination, in the
event of insolvency, Holders of the Subordinated Securities may recover less,
ratably, than holders of Senior Indebtedness and holders of Additional Senior
Obligations.
Neither the Subordinated Securities (and the 6 3/8% Subordinated Notes,
the 6.80% Subordinated Notes and the 6.605% Subordinated Notes, which Rank on a
Parity with the Subordinated Securities) nor the 7% Subordinated Notes are by
their terms subordinate or senior to the other. However, the 7% Subordinated
Notes by their terms are subordinated to Senior Indebtedness and Additional
Senior Obligations and to all other obligations of the Corporation to its
creditors (subject to certain exceptions specified in the indenture pursuant to
which the 7% Subordinated Notes are outstanding). As a result of the
differences between the subordination provisions applicable to the Subordinated
Securities and the 6 3/8% Subordinated Notes, the 6.80% Subordinated Notes and
the 6.605% Subordinated Notes, and those applicable to the 7% Subordinated
Notes, in the event of any insolvency, receivership, conservatorship,
reorganization, readjustment of debt, marshalling of assets and liabilities or
similar proceedings or any liquidation or winding up of or relating to the
Corporation, the holders of the Subordinated Securities and the 6 3/8%
Subordinated Notes, the 6.80% Subordinated Notes and the 6.605% Subordinated
Notes, may receive more, ratably, than the holders of the 7% Subordinated
Notes.
EVENTS OF DEFAULT; LIMITED RIGHTS OF ACCELERATION FOR SUBORDINATED SECURITIES
The Indentures (each with respect to any series of Securities) define an
"Event of Default" as any one of the following events (whatever the reason and
whether it be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body or, with respect to the
Subordinated Securities, whether it be occasioned by the subordination
provisions of the Subordinated Indenture): (a) failure to pay any interest on
any Security of that series when due and
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payable, continued for 30 days (in the case of Subordinated Securities, whether
or not such payment is prohibited by the subordination provisions of the
Subordinated Indenture); (b) failure to pay principal of or any premium on any
Security of that series when due; (c) failure to deposit any sinking fund
payment, when due, in respect of any Security of that series (in the case of
Subordinated Securities, whether or not such payment is prohibited by the
subordination provisions of the Subordinated Indenture); (d) failure to perform
any other covenants or warranties of the Corporation in the Applicable
Indenture (other than a covenant included in the Applicable Indenture solely
for the benefit of a series of Securities thereunder other than that series)
continued for 60 days after written notice as provided in the Applicable
Indenture; (e) the entry of a decree or order for relief in respect of the
Corporation by a court having jurisdiction in the premises in an involuntary
case under Federal or state bankruptcy laws and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days; (f)
the commencement by the Corporation of a voluntary case under Federal or state
bankruptcy laws or the consent by the Corporation to the entry of a decree or
order for relief in an involuntary case under any such law; (g) with respect to
Senior Securities only, unless otherwise provided in the Applicable Prospectus
Supplement, failure to pay when due or acceleration of Securities or any other
indebtedness for borrowed money, in an aggregate principal amount exceeding
$50,000,000, of the Corporation, a Principal Subsidiary or a Principal
Subsidiary Bank under the terms of the instrument or instruments under which
such indebtedness is issued or secured, unless such acceleration is annulled,
or such indebtedness is discharged, or there is deposited in trust a sum of
money sufficient to discharge such indebtedness, within 10 days after written
notice as provided in the Senior Indenture; and (h) any other Event of Default
provided with respect to Securities of that series. (Section 501)
ACCELERATION OF SENIOR SECURITIES. If an Event of Default with respect to
the Senior Securities of any series at the time Outstanding occurs and is
continuing, either the Senior Trustee or the Holders of at least 25% in
aggregate principal amount of the Outstanding Senior Securities of that series
may declare the principal amount (or, if the Senior Securities of that series
are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms thereof) of all the Senior Securities of that
series to be due and payable immediately. At any time after a declaration of
acceleration with respect to Senior Securities of any series has been made, but
before a judgment or decree based on acceleration has been obtained, the
Holders of a majority in aggregate principal amount of Outstanding Senior
Securities of that series may, under certain circumstances, rescind and annul
such acceleration. (Section 502 of the Senior Indenture)
ACCELERATION OF SUBORDINATED SECURITIES. Unless specifically stated in the
Applicable Prospectus Supplement for a particular series of Subordinated
Securities, the payment of the principal of the Subordinated Securities may be
accelerated only upon the occurrence of an Event of Default described in clause
(e) or clause (f) of the first paragraph of this section (a "Bankruptcy Event
of Default") and there is no right of acceleration of the payment of principal
of the Subordinated Securities of such series upon a default in the payment of
principal, premium, if any, or interest, if any, or in the performance of any
covenant or agreement in the Subordinated Securities or Subordinated Indenture.
If a Bankruptcy Event of Default with respect to the Subordinated
Securities of any series at the time Outstanding occurs and is continuing,
either the Subordinated Trustee or the Holders of at least 25% in aggregate
principal amount of the Outstanding Subordinated Securities of that series may
declare the principal amount (or, if the Subordinated Securities of that series
are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms thereof) of all the Subordinated Securities of
that series to be due and payable immediately. At any time after a declaration
of acceleration with respect to Subordinated Securities of any series has been
made, but before a judgment or decree based on acceleration has been obtained,
the Holders of a majority in aggregate principal amount of Outstanding
Subordinated Securities of that series may, under certain circumstances,
rescind and annul such acceleration. (Section 502 of the Subordinated
Indenture)
GENERAL. In the event of a default in the payment of principal, premium,
if any, or interest, if any, or the performance of any covenant or agreement in
the Securities or the Indentures, the Applicable Trustee, subject to certain
limitations and conditions, may institute judicial proceedings to enforce
payment of such principal, premium, if any, or interest, if any, or to obtain
the performance of such covenant or agreement or any other proper remedy.
(Section 503) Under certain circumstances, the Applicable Trustee may withhold
notice to the Holders of the Securities in a default if the Applicable Trustee
in good faith determines that the withholding of such notice is in the best
interest of such Holders, and the Applicable Trustee shall withhold such notice
for certain defaults for a period of 30 days. (Section 602) Reference is made
to the Prospectus Supplement relating to any series of Offered Securities that
are Original Issue Discount
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Securities for the particular provisions relating to acceleration of the Stated
Maturity of a portion of the principal amount of such series of Original Issue
Discount Securities upon the occurrence of an Event of Default and the
continuation thereof.
The Indentures provide that, subject to the duty of the Applicable Trustee
during default to act with the required standard of care, the Applicable
Trustee will be under no obligation to exercise any of its rights or powers
under the Applicable Indenture at the request or direction of any of the
Holders, unless such Holders shall have offered to the Applicable Trustee
reasonable security or indemnity. (Section 603) Subject to such provisions for
the indemnification of the Applicable Trustee and to certain other conditions,
the Holders of a majority in aggregate principal amount of the Outstanding
Securities of any series will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Applicable
Trustee, or exercising any trust or power conferred on the Applicable Trustee,
with respect to the Securities of that series. (Section 512)
No Holder of any series of Securities will have any right to institute any
proceeding with respect to the Applicable Indenture, or for the appointment of
a receiver or trustee or for any remedy thereunder, unless such Holder shall
have previously given to the Applicable Trustee written notice of a continuing
Event of Default and unless the Holders of at least 25% in aggregate principal
amount of the Outstanding Securities of that series shall have made written
request, and offered reasonable indemnity, to the Applicable Trustee to
institute such proceeding as trustee, and such Trustee shall not have received
from the Holders of a majority in aggregate principal amount of the Outstanding
Securities of that series a direction inconsistent with such request and shall
have failed to institute such proceeding within 60 days. (Section 507) However,
such limitations do not apply to a suit instituted by a Holder of a Security
for enforcement of payment of the principal of and premium, if any, or interest
on such Security on or after the respective due dates expressed in such
Security. (Section 508)
The Corporation is required to furnish to each Trustee annually a
statement as to the performance by the Corporation of certain of its
obligations under the Applicable Indenture and as to any default in such
performance. (Section 1007 of the Senior Indenture; Section 1005 of the
Subordinated Indenture)
MODIFICATION AND WAIVER
Modification and amendment of the Indentures may be made by the
Corporation and the Applicable Trustee with the consent of the Holders of not
less than a 66 2/3% in aggregate principal amount of the Outstanding Securities
of each series issued under the Applicable Indenture and affected by the
modification or amendment; provided, however, that no such modification or
amendment may, without the consent of the Holders of each Outstanding Security
of the series affected thereby (a) change the Stated Maturity of the principal
of, or any installment of principal of or interest on, any Security of such
series; (b) reduce the principal amount of or premium, if any, or interest on,
any Security of any series (including in the case of an Original Issue Discount
Security the amount payable upon acceleration of the maturity thereof); (c)
change the place or currency of payment of principal of or the premium, if any,
or interest on any Security of such series; (d) impair the right to institute
suit for the enforcement of any payment on any Security of such series on or
after the Stated Maturity thereof (or, in the case of redemption, on or after
the Redemption Date); (e) in the case of the Subordinated Securities, modify
the subordination provisions in a manner adverse to the Holders of the
Subordinated Securities of such series; or (f) reduce the percentage in
principal amount of Outstanding Securities of any series, the consent of whose
Holders is required for modification or amendment of the Applicable Indenture
or for waiver of compliance with certain provisions of the Applicable Indenture
or for waiver of certain defaults. (Section 902)
The Holders of at least a 66 2/3% in aggregate principal amount of the
Outstanding Securities of any series may, on behalf of all Holders of that
series of Securities, waive compliance by the Corporation with certain
restrictive provisions of the Applicable Indenture. (Section 1008 of the Senior
Indenture; Section 1006 of the Subordinated Indenture) The Holders of a
majority in aggregate principal amount of the Outstanding Securities of any
series may, on behalf of all Holders of that series of Securities, waive any
past default under the Applicable Indenture, except a default in the payment of
principal, premium, if any, or interest and in respect of certain covenants.
(Section 513)
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CONSOLIDATION, MERGER AND SALE OF ASSETS
Under the Indentures, the Corporation may not consolidate with or merge
into any other corporation or sell, convey, exchange, transfer or lease its
properties and assets substantially as an entirety to any Person, unless (a)
any successor or purchaser is a corporation organized under the laws of any
domestic jurisdiction; (b) any such successor or purchaser expressly assumes
the Corporation's obligations on such Securities and under the Indentures; (c)
immediately after giving effect to such transaction, no Event of Default, and
no event which, after notice or lapse of time or both, would become an Event of
Default, shall have occurred and be continuing; and (d) certain other
conditions are met. (Section 801)
ASSUMPTION BY SUBSIDIARY
A Subsidiary may assume the Corporation's obligations under the Senior
Indenture or the Subordinated Indenture (including the Corporation's obligation
to pay principal of and premium, if any, and interest on the Securities, but
excluding the Corporation's obligation to comply with certain covenants)
provided that (a) such Subsidiary expressly assumes the Corporation's
obligations under the Applicable Indenture; (b) the Corporation guarantees such
Subsidiary's obligations; (c) such Subsidiary agrees to indemnify each Holder
against certain taxes and expenses relating to, or incurred directly in
connection with, such assumption; (d) immediately after giving effect to the
assumption, no Event of Default, and no event which, after notice or lapse of
time, or both, would become an Event of Default, shall have occurred and be
continuing; (e) certain Opinions of Counsel and Officers' Certificates are
delivered to the Applicable Trustee; and (f) certain other obligations are met.
(Section 803)
TRUSTEES
THE SENIOR TRUSTEE. The Chase Manhattan Bank is the Senior Trustee under
the Senior Indenture. The Chase Manhattan Bank maintains a deposit account and
conducts other banking transactions with the Corporation and its subsidiaries
in the ordinary course of business and serves as trustee with respect to the
6.625% Senior Notes due November 15, 2006 of the Corporation in the aggregate
principal amount of $200 million, which are outstanding pursuant to the Senior
Indenture. The Senior Indenture provides for the indemnification of the Senior
Trustee by the Corporation under certain circumstances.
THE SUBORDINATED TRUSTEE. The Chase Manhattan Bank is also the
Subordinated Trustee under the Subordinated Indenture. The Subordinated
Indenture provides for the indemnification of the Subordinated Trustee by the
Corporation under certain circumstances.
PLAN OF DISTRIBUTION
The Corporation may offer and sell Securities to or through underwriters,
acting as principals for their own accounts or as agents, and also may offer
and sell Securities directly to other purchasers. Any underwriters or agents in
connection with Offered Securities will be named in the related Prospectus
Supplement and any underwriting compensation paid to such underwriters or
agents will be set forth therein. Such underwriters may include a single firm
or may be a group of underwriters represented by such firm. Unless otherwise
indicated in the Prospectus Supplement, any underwriters will be required to
purchase all of the Offered Securities if any are purchased.
The distribution of Securities may be affected from time to time in one or
more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of Securities, underwriters may receive
compensation from the Corporation and from purchasers of Securities for whom
they may act as agents, in the form of discounts, concessions or commissions.
Underwriters, dealers and agents that participate in the distribution of
Securities may be deemed to be underwriters and
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any discounts or commissions received by them and any profit on the resale of
Securities by them may be deemed to be underwriting discounts and commissions
under the Securities Act.
Under agreements which may be entered into with the Corporation,
underwriters, dealers and agents who participate in the distribution of the
Offered Securities may be entitled to indemnification by the Corporation
against certain liabilities, including liabilities under the Securities Act, or
contribution with respect to payments which the underwriters, dealers or agents
may be required to make in respect thereof. Underwriters. dealers and agents
may be customers of, engage in transactions with, or perform services for the
Corporation and its subsidiaries in the ordinary course of business.
If so indicated in the Prospectus Supplement, the Corporation will
authorize dealers or other persons acting as the Corporation's agents to
solicit offers by certain institutions to purchase Offered Securities from the
Corporation pursuant to delayed delivery contracts ("Contracts") providing for
payment and delivery on a future date or dates stated in the Prospectus
Supplement. Each Contract will be for an amount not less than, and the
aggregate amount of Offered Securities sold pursuant to Contracts shall not be
less than nor more than, the respective amounts stated in the Prospectus
Supplement. Institutions with which Contracts may be made include commercial
and savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by the Corporation. The obligations of any
purchaser under any Contract will not be subject to any conditions except that
(a) the purchase of the Offered Securities shall not at the time of delivery be
prohibited under the laws of any jurisdiction to which such purchaser is
subject, and (b) if the Offered Securities are also being sold to underwriters,
the Corporation will have sold to such underwriters the Offered Securities not
sold for delayed delivery. The dealers and such other persons acting as agents
of the Corporation will not have any responsibility in respect of the validity
or performance of Contracts.
EXPERTS
The consolidated financial statements of Wachovia Corporation and
subsidiaries at December 31, 1997 and 1996, and for each of the three years in
the period ended December 31, 1997, incorporated by reference in this
Prospectus and Registration Statement have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon and incorporated
herein by reference, which is based in part on the reports of KPMG Peat Marwick
LLP, independent auditors. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Offered Securities will be passed upon for the
Corporation by Kenneth W. McAllister, General Counsel of the Corporation, and
for any underwriters or agents by Simpson Thacher & Bartlett, New York, New
York. As to matters of New York law, Mr. McAllister will rely on the opinion of
Simpson Thacher & Bartlett. From time to time, Simpson Thacher & Bartlett may
provide legal services to the Corporation and its subsidiaries.
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$400,000,000
Wachovia Corporation
6.150% Subordinated Notes
due March 15, 2009
[WACHOVIA LOGO HERE]
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P R O S P E C T U S S U P P L E M E N T
MARCH 10, 1999
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Salomon Smith Barney
Credit Suisse First Boston
Lehman Brothers
Merrill Lynch & Co.
J.P. Morgan & Co.
Morgan Stanley Dean Witter
