As filed with the Securities and Exchange Commission on November 2, 1999
File No. _________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Wachovia Corporation
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(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
North Carolina 56-1473727
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(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
100 North Main Street, P.O. Box 3099, Winston-Salem, North Carolina 27150
191 Peachtree Street, N.E., P.O. Box 4148, Atlanta, Georgia, 30303
(336) 770-5000 (404) 332-5000
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(Address, including zip code, and telephone number, including area code, of registrant's
principal executive offices)
Kenneth W. McAllister
Senior Executive Vice President and General Counsel
Wachovia Corporation
100 North Main Street
Post Office Box 3099
Winston-Salem, North Carolina 27150
(336) 732-5141
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(Name, address, including zip code, and telephone number, including area code, of agent for service)
</TABLE>
Copies to:
Donald W. Smith, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, DC 20036-1800
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [x]
<PAGE>
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Each Class of Amount to Offering Price Per Aggregate Offering Amount of
Securities To Be Registered Be Registered Share Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $5.00 par value 3,000,000 $ 81.6875(1) $ 245,062,500(1) $ 68,127.38(1)
per share
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Common Stock, $5.00 par value 142,549(2) $ 33.875(2) $ 4,828,847(2) $ 965.44(2)
per share
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</TABLE>
(1) Estimated pursuant to Rule 457 for the purpose of calculating the
registration fee only; based upon the average of the high and low sales
prices for the Common Stock of Wachovia Corporation on the New York
Stock Exchange on October 27, 1999. Registration fee is calculated
pursuant to Rule 457(c).
(2) 142,549 shares are being carried forward from an earlier registration
statement, No. 33-2232. The proposed maximum offering price was
estimated pursuant to Rule 457 solely for the purpose of calculating
the registration fee based on the closing price on the New York Stock
Exchange on December 10, 1985. A $965.44 registration fee was
previously paid in connection with these shares under the earlier
registration statement.
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
prospectus included in this Registration Statement also relates to
securities registered under Registration Statement No. 33-2232.
PROSPECTUS
WACHOVIA CORPORATION
DIVIDEND REINVESTMENT
AND
COMMON STOCK PURCHASE PLAN
3,142,549 Shares of Common Stock
Par Value $5.00 Per Share
-----------------------------------
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.
-----------------------------------
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 November __, 1999
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 and June 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.
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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, [3,142,549] shares are available as of November 1999
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.
4
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
5
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-
6
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
7
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
8
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).
9
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 whole shares 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.
10
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
OFEITS 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.
11
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
12
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 yourEname 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 PARTICIPANTS 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
13
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.
14
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.
15
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.
__________________________
TABLE OF CONTENTS
Page
----
Incorporation of Certain Documents
by Reference............................... 2
Available Information.......................... 2
Introduction................................... 2
Dividend Reinvestment and Common
Stock Purchase Plan......................... 3
Purpose..................................... 3
Advantages.................................. 3
Administration.............................. 3
Participation............................... 4
Optional Cash Payments...................... 6
Costs....................................... 7
Purchases................................... 7
Sale of Plan Shares......................... 8
Dividends................................... 8
Reports to Participants..................... 8
Certificates................................ 9
Termination of Participation................ 9
Tax Information............................. 11
Other Information........................... 11
Use of Proceeds................................ 13
Indemnification................................ 13
Legal Opinion.................................. 13
Experts........................................ 13
DIVIDEND REINVESTMENT
AND
COMMON STOCK
PURCHASE PLAN
PROSPECTUS
NOVEMBER , 1999
#00011-06
11/99
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses expected to be incurred by
Wachovia Corporation (the "Corporation") in connection with the sale and
distribution of the shares of Common Stock being registered. With the exception
of the registration fee, all amounts shown are estimates.
SEC registration fee.................... $ 69,092.82(1)
Printing and engraving expenses......... 25,000
Legal fees and expenses ................ 15,000
Accounting fees and expenses............ 10,000
Miscellaneous fees and expenses......... 5,000
------------------
Total.......................... $ 124,092.82
==================
(1) Includes $965.44 previously paid.
Item 15. Indemnification of Directors and Officers.
Sections 55-8-50 through 55-8-58 of the North Carolina Business
Corporation Act contain specific provisions relating to indemnification of
directors and officers of North Carolina Corporations. In general, the statutes
provide that (i) a corporation must indemnify a director or officer who is
wholly successful in his defense of a proceeding to which he is a party because
of his status as such, unless limited in the articles of incorporation, and (ii)
a corporation may indemnify a director or officer if he is not wholly successful
in such defense, if it is determined as provided by statute that the director or
officer meets certain standards of conduct, provided, however, when a director
or officer is liable to the corporation or is adjudged liable on the basis that
personal benefit was improperly received by him, the corporation may not
indemnify him. A director or officer of a corporation who is a party to a
proceeding may also apply to the courts for indemnification, unless the articles
of incorporation provide otherwise, and the court may order indemnification in
certain circumstances set forth in the statute. A corporation may, in its
articles of incorporation or bylaws or by contract or resolution, provide
indemnification in addition to that provided by statute, subject to certain
conditions.
The Corporation's bylaws provide for the indemnification of any
director or officer of the Corporation or any wholly owned subsidiary of the
Corporation against liabilities and litigation expenses arising out of his
status as such, excluding (i) that portion of any liabilities or litigation
expenses with respect to which such person is entitled to receive payment under
any insurance policy other than a directors' and officers' insurance policy
maintained by the Corporation or (ii) any liabilities or litigation expenses
incurred on account of any of such person's activities which
II-1
<PAGE>
were at the time taken known or believed by such person to be clearly in
conflict with the best interests of the Corporation.
The Corporation's articles of incorporation provide for the elimination
of the personal liability of each director of the Corporation to the fullest
extent permitted by law.
The Corporation has purchased a standard liability policy, which,
subject to any limitations set forth in the policy, would pay on behalf of the
Corporation's directors and officers for damages that they become legally
obligated to pay as a result of any actual or alleged act, error, omission,
misstatement, misleading statement or breach of duty committed while acting in
their official capacity or any matter asserted against an officer or director
solely by reason of his status as an officer or director.
Exhibit 16. Exhibits.
<TABLE>
<CAPTION>
<S> <C>
Number Description of Exhibit
------ ----------------------
4 Wachovia Corporation Dividend Reinvestment and Common Stock Purchase Plan
(included as part of the Prospectus filed with this Registration Statement)
5 Opinion of Kirkpatrick & Lockhart LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of KPMG LLP
23.3 Consent of Kirkpatrick & Lockhart LLP (included in Exhibit 5)
24 Power of Attorney
99.1 Shareholder Authorization Card
99.2 Employee Enrollment Form
99.3 Board Member Enrollment Form
99.4 Automatic Cash Contribution and Shareholder Authorization Agreement
- ------------------------------
</TABLE>
Exhibit 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
II-2
<PAGE>
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the registration statement. Notwithstanding
the foregoing, any increase or decrease in
volume of securities offered (if the total
dollar value of securities offered would not
exceed that which was registered) and any
deviation from the low or high end of the
estimated maximum offering range may be
reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price
represent no more than a 20% change in the
maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the
II-3
<PAGE>
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winston-Salem, State of North Carolina, on this 2nd
day of November, 1999.
WACHOVIA CORPORATION
By: /s/ Leslie M. Baker, Jr.
-------------------------
Leslie M. Baker, Jr.
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C>
NAME TITLE DATE
- ---- ----- ----
/s/ Leslie M. Baker, Jr. . Chairman of the Board and November 2, 1999
- ------------------------------------ Chief Executive Officer
Leslie M. Baker, Jr. (Principal Executive Officer)
/s/ James S. Balloun* Director November 2, 1999
- ------------------------------------
James S. Balloun
/s/ Peter C. Browning* Director November 2, 1999
- ------------------------------------
Peter C. Browning
/s/ John T. Casteen* Director November 2, 1999
- ------------------------------------
John T. Casteen
/s/ John L. Clendenin* Director November 2, 1999
- ------------------------------------
John L. Clendenin
/s/ Thomas K. Hearn* Director November 2, 1999
- ------------------------------------
Thomas K. Hearn
/s/ George W. Henderson* Director November 2, 1999
- ------------------------------------
George W. Henderson
II-5
<PAGE>
/s/ Robert A. Ingram* Director November 2, 1999
- ------------------------------------
Robert A. Ingram
/s/ George R. Lewis* Director November 2, 1999
- ------------------------------------
George R. Lewis
/s/ Elizabeth Valk Long* Director November 2, 1999
- ------------------------------------
Elizabeth Valk Long
/s/ John G. Medlin, Jr.* Director November 2, 1999
- ------------------------------------
John G. Medlin, Jr.
/s/ Lloyd U. Noland, III* Director November 2, 1999
- ------------------------------------
Lloyd U. Noland, III
/s/ Morris W. Offit* Director November 2, 1999
- ------------------------------------
Morris W. Offit
/s/ G. Joseph Prendergast* Director November 2, 1999
- ------------------------------------
G. Joseph Prendergast
/s/ Sherwood H. Smith, Jr.* Director November 2, 1999
- ------------------------------------
Sherwood H. Smith, Jr.
/s/ John C. Whitaker, Jr.* Director November 2, 1999
- ------------------------------------
John C. Whitaker, Jr.
/s/ Robert S. McCoy, Jr. Vice Chairman and Chief Financial Officer November 2, 1999
- ------------------------------------ (Principal Financial Officer)
Robert S. McCoy, Jr.
/s/ Donald K. Truslow Senior Executive Vice President, November 2, 1999
- ------------------------------------ Treasurer and Comptroller
Donald K. Truslow (Principal Accounting Officer)
*By: /s/ William M. Watson, Jr.
-------------------------------
William M. Watson, Jr.,
Attorney-in-fact
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
<S> <C>
Number Description of Exhibit
4 Wachovia Corporation Dividend Reinvestment and Common Stock Purchase Plan
(included as part of the Prospectus filed with this Registration Statement)
5 Opinion of Kirkpatrick & Lockhart LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of KPMG LLP
23.3 Consent of Kirkpatrick & Lockhart LLP (included in Exhibit 5)
24 Power of Attorney
99.1 Shareholder Authorization Card
99.2 Employee Enrollment Form
99.3 Board Member Enrollment Form
99.4 Automatic Cash Contribution and Shareholder Authorization Agreement
</TABLE>
II-7
Kirkpatrick & Lockhart LLP
1800 Massachusetts Ave. N.W.
Second Floor
Washington, DC 20036-1800
202-778-9000
www.kl.com
November 2, 1999
Wachovia Corporation
100 North Main Street
Winston-Salem, North Carolina 27150
Re: Wachovia Corporation
Registration Statement on Form S-3
Ladies/Gentlemen:
We have acted as counsel to Wachovia Corporation, a North Carolina
corporation ("Corporation"), in connection with the preparation and filing of
the above-captioned Registration Statement on Form S-3 ("Registration
Statement"), under the Securities Act of 1933, as amended, covering the
registration of an additional 3,000,000 shares of Common Stock, $5.00 par value
per share ("Common Stock"), of the Corporation under the Wachovia Corporation
Dividend Reinvestment and Common Stock Purchase Plan ("Plan").
We have examined copies of the Registration Statement, the Prospectus
forming a part thereof, the Articles of Incorporation and Bylaws of the
Corporation, each as amended to date, the minutes of meetings and resolutions of
the Board of Directors of the Corporation, and reproduced or certified copies of
such records of the Corporation and such agreements, certificates of public
officials, certificates of officers and representatives of the Corporation and
others, and such other documents, papers, statutes and authorities as we deem
necessary to form the basis of the opinions hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures and the
conformity to original documents of all documents supplied to us as copies. As
to various questions of fact material to such opinions, we have relied upon
statements and certificates of officers and representatives of the Corporation
and others.
Based on the foregoing, we are of the opinion that each of the
3,000,000 shares of Common Stock when sold under the Plan as stated in the
Registration Statement will be duly and validly issued, fully paid and
nonassessable.
<PAGE>
Wachovia Corporation
November 2, 1999
Page 2
We hereby consent to the reference to our firm under the caption "Legal
Opinion" in the Prospectus forming part of the Registration Statement and to
your filing a copy of this Opinion as an exhibit to said Registration Statement.
Sincerely,
/s/KIRKPATRICK & LOCKHART LLP
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Wachovia Corporation
for the registration of $3,000,000 shares of Common Stock in connection with the
Dividend Reinvestment and Common Stock Purchase Plan and to the incorporation by
reference therein of our report dated January 14, 1999, with respect to the
consolidated financial statements of Wachovia Corporation incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1998,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Winston-Salem, North Carolina
October 29, 1999
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Wachovia Corporation:
We consent to the use of our reports with respect to Central Fidelity National
Bank and Central Fidelity Banks, Inc. incorporated herein by reference.
/s/ KPMG LLP
Richmond, Virginia
October 29, 1999
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
We, the undersigned directors of Wachovia Corporation ("the
Corporation") and each of us, do hereby make, constitute and appoint Kenneth W.
McAllister and William M. Watson, Jr., and each of them (either of whom may act
without the consent or joinder of the other), our attorneys-in-fact and agents
with full power of substitution for us and in our name, place and stead, in any
and all capacities, to execute for us and in our behalf the Registration
Statement under the Securities Act of 1933 on Form S-3 or other applicable forms
relating to one or more offerings of the Corporation's common stock, in
connection with the Wachovia Corporation Dividend Reinvestment and Common Stock
Purchase Plan, and to sign any and all amendments (including post-effective
amendments) to the Registration Statement and to file the same, with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as we might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and/or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, we the undersigned have executed this Power of
Attorney as of the 22nd day of October 1999.
/s/ L.M. Baker, Jr. /s/ James S. Balloun
- ----------------------------- -----------------------------
L. M. Baker, Jr. James S. Balloun
/s/ Peter C. Browning /s/ John T. Casteen, III
- ----------------------------- -----------------------------
Peter C. Browning John T. Casteen, III
/s/ John L. Clendenin /s/ Thomas K. Hearn, Jr.
- ----------------------------- -----------------------------
John L. Clendenin Thomas K. Hearn, Jr.
/s/ George W. Henderson, III
- ----------------------------- -----------------------------
George W. Henderson, III W. Hayne Hipp
/s/ Robert A. Ingram /s/ George R. Lewis
- ----------------------------- -----------------------------
Robert A. Ingram George R. Lewis
/s/ Elizabeth Valk Long /s/ John G. Medlin, Jr.
- ----------------------------- -----------------------------
Elizabeth Valk Long John G. Medlin, Jr.
/s/ Lloyd U. Noland, III /s/ Morris W. Offit
- ----------------------------- -----------------------------
Lloyd U. Noland, III Morris W. Offit
/s/ G. Joseph Prendergast /s/ Sherwood H. Smith, Jr.
- ----------------------------- -----------------------------
G. Joseph Prendergast Sherwood H. Smith, Jr.
/s/ John C. Whitaker, Jr.
- -----------------------------
John C. Whitaker, Jr.
WACHOVIA CORPORATION
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
I hereby appoint EquiServe Trust Company N.A., or its successor as appointed by
Wachovia Corporation, as my Agent, subject to the terms and conditions of the
Dividend Reinvestment and Common Stock Purchase Plan as set forth in the
accompanying Prospectus, receipt of which is hereby acknowledged. I authorize
EquiServe, as such Agent, to apply my dividends and distributions as selected
below and such cash deposits as it may receive from me toward the purchase of
full and fractional shares of Common Stock of Wachovia. I understand that I may
make optional cash payments of not less than $20 nor more than $15,000 per
payment per month.
SHAREHOLDER AUTHORIZATION CARD
Please enroll me in the Dividend Reinvestment and Common Stock Purchase Plan as
indicated below (check one box only):
[ ] DIVIDEND REINVESTMENT -- I wish to apply dividends on ALl shares of
Wachovia Corporation Common Stock registered in my name to purchase
additional shares and also have the option of investing cash payments from
$20 to $15,000 per month.
[ ] PARTIAL DIVIDEND REINVESTMENT -- I wish to reinvest the dividends on only
shares registered in my name and also have the option of investing cash
payments from $20 to $15,000 per month.
[ ] OPTIONAL CASH PAYMENTS ONLY -- I wish to invest in Wachovia Common Stock
by making only optional cash payments from $20 to $15,000 per month to the
Plan.
Optional cash payment enclosed (if any) $
-------------
#00011-07
11/99
<PAGE>
I authorize Wachovia to pay to EquiServe for my account all cash dividends on
the shares indicated hereon and/or receive optional cash payments for the
purchase of additional common shares. This appointment and authorization is
given with the understanding that, subject to the procedures established under
the Plan, I may terminate my participation in the Plan by so notifying EquiServe
in writing.
Signature(s) -- All persons whose names appear in the accompanying address
should sign exactly as shown.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please enter your Social Security or Taxpayer Identification Number if it does
not appear with your address.
---------------------------------------------------
Date of authorization
-----------------------------------------------------------
Shareholder's daytime telephone number ( )
--- ------------------------------------
(THIS IS NOT A PROXY)
#00011-07
11/99
EMPLOYEE ENROLLMENT FORM
DIVIDEND REINVESTMENT AND WACHOVIA CORPORATION
COMMON STOCK PURCHASE PLAN ENROLLMENT PROCEDURE
VOLUNTARY PAYROLL DEDUCTION
To enroll in the Dividend Reinvestment and Common Stock Purchase Plan through
voluntary payroll deduction, complete all sections front and back on both cards
below. Payroll deduction will begin with the next appropriate second semimonthly
or second biweekly pay period.
BOTH CARDS BELOW MUST BE RETURNED TO: Payroll Department
NC37071
Winston-Salem
The payroll deduction can be changed at any time by submitting a new enrollment
form or written notice to the Payroll Department.
Voluntary Payroll Deduction Authorized $ _______ $ _______ $ ________
Date _______________________________________
RETAIN THIS CARD FOR YOUR RECORDS.
#00011-10
11/99
EMPLOYEE ENROLLMENT FORM - PAYROLL (box) New WACHOVIA CORPORATION
VOLUNTARY PAYROLL DEDUCTION FOR (box) Change EMPLOYEE AUTHORIZATION
THE PURCHASE OF COMMON STOCK (box) Cancel deduction
<TABLE>
<CAPTION>
<S><C>
Employee Name ________________________________ Mail Code ________________ Date _________________
(please clearly print)
Social Security Number _______________________________ Deduction $ _________($20 minimum per month)
</TABLE>
I hereby authorize and request you to make deductions of the above amount ($20
minimum, $15,000 maximum) from my wages or salary commencing with the next
appropriate pay period and CONTINUING EACH MONTH ON THE SECOND PAY PERIOD ONLY
until I either change the amount of such deductions or cancel them or until
Wachovia discontinues making deductions under this authorization. The amounts so
deducted are to be used for purchasing shares of Wachovia Corporation Common
Stock and held by the Agent in an account registered in my name.
<TABLE>
<CAPTION>
<S> <C>
Signature _____________________________________ Daytime phone number (_______) ______________________
</TABLE>
#00011-10
11/99
RETURN BOTH CARDS FOR NEW DEDUCTION.
RETURN THIS CARD ONLY TO PAYROLL DEPARTMENT TO CHANGE OR CANCEL DEDUCTION.
EMPLOYEE ENROLLMENT FORM - SHAREHOLDER SERVICES WACHOVIA CORPORATION
DIVIDEND REINVESTMENT AND EMPLOYEE AUTHORIZATION
COMMON STOCK PURCHASE PLAN
I hereby appoint EquiServe Trust Company N.A., or its successor as appointed by
Wachovia Corporation, as my Agent, subject to the terms and conditions of the
Dividend Reinvest-ment and Common Stock Purchase Plan as set forth in the
accompanying Prospectus, receipt of which is hereby acknowledged. I authorize
EquiServe, as such Agent, to apply my dividends, distributions and such cash
deposits as it may receive from me to purchase full and fractional shares of
Wachovia's Common Stock. I understand that I may make optional cash payments
along with voluntary payroll deductions of not less than $20 per payment
nor more than a cumulative $15,000 per month. If I am a shareholder of record
and want dividends on shares registered in my name only to reinvest in Common
Stock, I will complete and return to the Agent a Shareholder Authorization Card.
<TABLE>
<CAPTION>
<S> <C>
Employee Name _____________________________________________________________ Home Address _________________________________________
(please clearly print)
Social Security Number ____________________________ Date _________________ _________________________________________
Signature _________________________________________________________________ _________________________________________
(please clearly print above information)
</TABLE>
#00011-10
11/99
SUBSTITUTE FORM W-9 MUST BE COMPLETED ON REVERSE OF THIS CARD
<PAGE>
FEDERAL TAX WITHHOLDING
Federal law requires each shareholder to provide the Agent
with a correct Taxpayer Identification Number ("TIN" - your Social Security
Number if you are an individual) on a Substitute Form W-9 set forth in the
box below. If the Agent is not provided with the correct TIN, you may be
subject to a $50 penalty by the IRS and payments that are made to you may
be subject to backup withholding.
PART 1 -Your TINshould be included as indicated in the
Substitute Form W-9 below.
PART 2 - If you are subject to backup withholding you should
also check the box in Part 2. By checking this box, you are
certifying that you have been notified by the IRS that you are
subject to backup withholding as a result of failure to report all
interest and dividend income or that the IRS has notified you that
you are subject to backup withholding.
If backup withholding applies, the Agent is required to
withhold 31 percent of any payments to be made to the shareholder.
Backup withholding is not an additional tax. Rather, the tax
liability of persons subject to backup withholding will be reduced
by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained by filing a tax
return with the IRS. The Agent cannot refund amounts withheld by
reason of backup withholding. Certain shareholders, such as
corporations and certain foreign individuals are exempt from
backup withholding and should so indicate by writing exempt on the
Substitute Form W-9.
PART 3 -If you have not been issued a TINbut you have either
applied for one or intend to apply for one in the near future
check the box in Part 3. If the TINis not provided to the Agent
within 60 days, future payments, if any, will be subject to backup
withholding.
<TABLE>
<CAPTION>
<S><C>
- ------------------------------------------------------------------------------------------------------------------------------------
|
| PART 1 - Please provide your TIN in the space at TIN, Social Security Number OR
| the right and certify by signing and dating below. Employer Identification Number
|
|
| _______________________________
|
------------------------------------------------------------------------------------------------------
|
SUBSTITUTE | PART 2 -Check this box l if you ARE subject to withholding under the provisions of the
Form W-9 | Internal Revenue Code of 1986 because (a) you have been notified that you are subject to backup
| withholding as a result of failure to report all interest or dividends or (b) the Internal Revenue
Department of the | Service has notified you that you are subject to backup withholding.
Treasury |
Internal Revenue Service ------------------------------------------------------------------------------------------------------
| |
Payer's Request | CERTIFICATION -Under the penalties of perjury, I certify | PART 3 -
for Taxpayer | that the information provided on this form is true, correct | Awaiting TIN
Identification | and complete. | (BOX)
Number (TIN) | ----------------------------------
| ___________________________________________________________ ____________________________
| Signature Date
|
- ------------------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE THE INFORMATION REQUESTED ON THE SUBSTITUTE FORM W-9 ABOVE MAY
RESULT IN BACKUP WITHHOLDING OF 31 PERCENT OF ANY PAYMENTS MADE TO YOU.
</TABLE>
BOARD MEMBER ENROLLMENT FORM
DIVIDEND REINVESTMENT AND WACHOVIA CORPORATION
COMMON STOCK PURCHASE PLAN ENROLLMENT PROCEDURE
VOLUNTARY INVESTMENT OF DIRECTORS' FEES
To enroll in the Dividend Reinvestment and Common Stock Purchase Plan through
voluntary investment of directors' fees, including regular and special meeting
fees and retainer fees, complete all sections front and back on both cards
below. Investment will begin the following year with the first fee paid and
continue for a minimum of one year.
The voluntary investment can be modified by submitting a new Board
Member Enrollment Form to your corporate secretary or city or state or regional
executive.
BOTH CARDS BELOW MUST BE RETURNED TO:
CORPORATE SECRETARY OR
CITY OR STATE OR REGIONAL EXECUTIVE
Investment Option (BOX) 100% of directors' fees
(BOX) 50% of directors' fees
Date ___________________________________________________
RETAIN THIS CARD FOR YOUR RECORDS.
#00011-12
11/99
BOARD MEMBER ENROLLMENT FORM - OFFICE
VOLUNTARY INVESTMENT OF DIRECTORS' FEES WACHOVIA CORPORATION
FOR THE PURCHASE OF COMMON STOCK BOARD MEMBER AUTHORIZATION
Name ________________________________________________
Social Security Number ______________________________
Address _____________________________________________
_____________________________________________________
(please clearly print above information)
Voluntary investment of directors' fees, including regular and special meeting
fees and retainer fees, for purchasing common stock will continue for one year.
In November of each year, the investment option can be changed, to be effective
January of the following year, by completing a new enrollment form. If a
modification in the investment option is not requested at the yearly election
period, the current selection will continue until such notice is received or the
participant is no longer eligible.
Investment Type Investment Option
(BOX) New Investment (BOX) 100% of directors' fees
(BOX) Change Investment (BOX) 50% of directors' fees
(BOX) Discontinue Investment (see below)
If 50% investment is selected, enter the bank account number to which the
remaining funds should be deposited.
_______________________________________________________
Signature _____________________________________________
Date __________________________________________________
NOTE: THIS CARD SHOULD BE RETAINED BY THE CORPORATE SECRETARY OR CITY, STATE OR
REGIONAL EXECUTIVE.
#00011-12
11/99
BOARD MEMBER ENROLLMENT FORM - AGENT WACHOVIA CORPORATION
VOLUNTARY INVESTMENT OF DIRECTORS' FEES BOARD MEMBER AUTHORIZATION
FOR THE PURCHASE OF COMMON STOCK
I hereby appoint EquiServe Trust Company N.A., or its successor as appointed by
Wachovia Corporation, as my Agent, subject to the terms and conditions of the
Dividend Reinvestment and Common Stock Purchase Plan as set forth in the
accompanying Prospectus, receipt of which is hereby acknowledged. I authorize
EquiServe, as such Agent, to apply my dividends, distributions and such cash
deposits as it may receive from me to purchase full and fractional shares of
Wachovia's Common Stock. I understand that I may make optional cash payments
along with voluntary investment of directors' fees of not less than $20 per
payment nor more than a cumulative $15,000 per month.
A shareholder account should be opened as follows for investment of my
directors' fees in the Plan.
(BOX) I am NOT currently a shareholder on Wachovia's record list. A shareholder
account should be opened for the investment of my directors' fees in the
Plan.
(BOX) I AM a shareholder on Wachovia's record list. I prefer a new shareholder
account to be opened for the investment of my directors' fees in the Plan.
(BOX) I AM a shareholder on Wachovia's record list. Investment of my directors'
fees should be made in this shareholder Plan account. The shareholder
account number is as follows:
The shareholder account name(s) is as follows (please print):
IF DIVIDENDS BEING PAID TO THIS SHAREHOLDER ACCOUNT ARE NOT REINVESTING, I
WILL REQUEST A SHAREHOLDER AUTHORIZATION CARD TO COMPLETE AND RETURN IT TO
THE AGENT IF I WISH TO HAVE THESE DIVIDENDS REINVEST.
Retain This Card For Your Records.
SUBSTITUTE FORM W-9 MUST BE COMPLETED ON REVERSE OF THIS CARD
NOTE: THIS CARD SHOULD BE RETURNED TO ACCOUNTS PAYABLE, NC-37072.
#00011-12
11/99
<PAGE>
FEDERAL TAX WITHHOLDING
Federal law requires each shareholder to provide the Agent
with a correct Taxpayer Identification Number ("TIN" - your Social Security
Number if you are an individual) on a Substitute Form W-9 set forth in the
box below. If the Agent is not provided with the correct TIN, you may be
subject to a $50 penalty by the IRS and payments that are made to you may
be subject to backup withholding.
PART 1 -Your TINshould be included as indicated in the
Substitute Form W-9 below.
PART 2 - If you are subject to backup withholding you
should also check the box in Part 2. By checking this box, you
are certifying that you have been notified by the IRS that you are
subject to backup withholding as a result of failure to report all
interest and dividend income or that the IRS has notified you that
you are subject to backup withholding.
If backup withholding applies, the Agent is required to
withhold 31 percent of any payments to be made to the shareholder.
Backup withholding is not an additional tax. Rather, the tax
liability of persons subject to backup withholding will be reduced
by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained by filing a tax
return with the IRS. The Agent cannot refund amounts withheld by
reason of backup withholding. Certain shareholders, such as
corporations and certain foreign individuals are exempt from
backup withholding and should so indicate by writing exempt on the
Substitute Form W-9.
PART 3 -If you have not been issued a TINbut you have either
applied for one or intend to apply for one in the near future
check the box in Part 3. If the TINis not provided to the Agent
within 60 days, future payments, if any, will be subject to backup
withholding.
<TABLE>
<CAPTION>
<S><C>
- ------------------------------------------------------------------------------------------------------------------------------------
|
| PART 1 - Please provide your TIN in the space at TIN, Social Security Number OR
| the right and certify by signing and dating below. Employer Identification Number
|
|
| _______________________________
|
------------------------------------------------------------------------------------------------------
|
SUBSTITUTE | PART 2 -Check this box l if you ARE subject to withholding under the provisions of the
Form W-9 | Internal Revenue Code of 1986 because (a) you have been notified that you are subject to backup
| withholding as a result of failure to report all interest or dividends or (b) the Internal Revenue
Department of the | Service has notified you that you are subject to backup withholding.
Treasury |
Internal Revenue Service ------------------------------------------------------------------------------------------------------
| |
Payer's Request | CERTIFICATION -Under the penalties of perjury, I certify | PART 3 -
for Taxpayer | that the information provided on this form is true, correct | Awaiting TIN
Identification | and complete. | (BOX)
Number (TIN) | ----------------------------------
| ___________________________________________________________ ____________________________
| Signature Date
|
- ------------------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE THE INFORMATION REQUESTED ON THE SUBSTITUTE FORM W-9 ABOVE MAY
RESULT IN BACKUP WITHHOLDING OF 31 PERCENT OF ANY PAYMENTS MADE TO YOU.
</TABLE>
WACHOVIA CORPORATION
DIVIDEND REINVESTMENT PLAN
AUTOMATIC CASH CONTRIBUTIONS
This is my authorization to EquiServe Trust Company N.A. as Agent for the
Wachovia Corporation Dividend Reinvestment and Common Stock Purchase Plan to
automatically debit my account at the financial institution indicated on the
reverse of this card for the purpose of purchasing shares of Wachovia
Corporation Common Stock on a monthly basis, pursuant to the terms of the
Dividend Reinvestment and Common Stock Purchase Plan.
I understand that this authorization will be in effect until I notify EquiServe
in writing that I no longer desire this service. Such notice will be provided to
EquiServe by the 15th of the month in order to prevent the drafting of my
account on the 25th of the month prior to an Investment Date.
SHAREHOLDER AUTHORIZATION AGREEMENT
I also understand that I may change the amount of my monthly draft by providing
EquiServe with a new authorization agreement, allowing time for the change to be
made before the next monthly draft is processed.
I have the right to stop payment of the draft by notifying my financial
institution before the account is charged.
In the event that EquiServe is not notified by me in time to stop the purchase
of shares on the Investment Date and notice is received by EquiServe that
payment has been stopped on the draft at my bank, EquiServe may sell the shares
from my account which were purchased with that contribution.
#00011-08
11/99
THIS AUTHORIZATION IS NONNEGOTIABLE AND NONTRANSFERABLE
PLEASE COMPLETE REVERSE OF THIS CARD
<PAGE>
NAME OF FINANCIAL INSTITUTION
---------------------------------------------------
CITY/STATE OF FINANCIAL INSTITUTION
---------------------------------------------
BANK TRANSIT ROUTING NUMBER, ENCLOSED BETWEEN THESE SYMBOLS
---------------------
CHECKING ACCOUNT NUMBER, WHICH IS FOLLOWED BY THIS SYMBOL
-----------------------
AMOUNT OF CASH CONTRIBUTION TO BE DRAFTED MONTHLY
($20 MINIMUM, $15,000 MAXIMUM)
-------------------------------------------------
ACCOUNT NAME AT FINANCIAL INSTITUTION
-------------------------------------------
SIGNATURE AS IT APPEARS ON CHECKING ACCOUNT
-------------------------------------
DATE OF AGREEMENT SHAREHOLDER'S DAYTIME PHONE NUMBER ( )
------------- --- ----------
PLEASE PRINT OR TYPE YOUR NAME AND ADDRESS EXACTLY AS IT APPEARS ON YOUR
SHAREHOLDER ACCOUNT
-------------------------------------------------------------
SHAREHOLDER ACCOUNT NUMBER
------------------------------------------------------
SIGNATURE OF ALL PERSONS WHOSE NAME(S) APPEARS ON THE SHAREHOLDER
ACCOUNT
-------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FOR PROPER ACCOUNT IDENTIFICATION AT YOUR FINANCIAL INSTITUTION, YOU MUST
INCLUDE A VOIDED CHECK OR DEPOSIT SLIP.
#00011-08
11/99
