WACHOVIA CORP/ NC
SC 13G/A, 2000-02-14
NATIONAL COMMERCIAL BANKS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934
                               (Amendment No. 2)


                              Wachovia Corporation
                                (Name of Issuer)

                                     Common
                         (Title of Class of Securities)

                                    929771103
                                 (CUSIP Number)



                                December 31, 1999
             (Date of Event which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

         ( x )    Rule 13d-1(b)

         (   )    Rule 13d (c)

         (   )    Rule 13d-1(d)


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CUSIP No.  929771103                                                 Page 2 of 7

(1)      Names of Reporting Persons SS or IRS Identification Nos. of Above
         Persons

         a.       Wachovia Corporation                                56-1473727
         b.       Wachovia Bank, National Association                 56-0927594
         c.       Wachovia Securities, Inc.                           56-0276990

(2)      Check the Appropriate Box if a Member of a Group (see Instructions)

         a. ( )
         b. ( )

(3)      SEC USE ONLY

(4)      Citizenship or Place of Organization

         a.       Wachovia Corporation                            North Carolina
         b.       Wachovia Bank, National Association             United States
         c.       Wachovia Securities, Inc.                       North Carolina


Number of shares   (5)        Sole Voting Power                        5,160,054
Beneficially
Owned by Each      (6)        Shared Voting Power                      2,570,017
Reporting Person
With               (7)        Sole Dispositive Power                   4,200,346

                   (8)        Shared Dispositive Power                 8,754,885

(9)      Aggregate amount Beneficially Owned by Each Reporting Person 14,016,882

(10)     Check if Aggregate Amount in Row 9 Excludes Certain Shares
         (see Instructions)                                         ( )

(11)     Percent of Class Represented by Amount in Row 9            6.93%

(12)     Type of Reporting Persons (see Instructions)

         a.       Wachovia Corporation                              HC
         b.       Wachovia Bank, National Association               BK
         c.       Wachovia Securities, Inc.                         BD


<PAGE>   3

CUSIP No.  929771103                                                 Page 3 of 7

ITEM 1 (a)        NAME OF ISSUER:

                  Wachovia Corporation

ITEM 1 (b)        ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                  100 North Main Street
                  Winston-Salem, North Carolina 27104

ITEM 2 (a)        NAME OF PERSONS FILING:

                  Wachovia Corporation, Wachovia Bank, National Association and
                  Wachovia Securities, Inc.

ITEM 2 (b)        ADDRESS OF PRINCIPAL BUSINESS OFFICE:

                  Wachovia Corporation
                  100 North Main Street
                  Winston-Salem, North Carolina 27104

                  Wachovia Bank, National Association
                  100 North Main Street
                  Winston-Salem, North Carolina 27104

                  Wachovia Securities, Inc.
                  201 North Tryon Street
                  Charlotte, North Carolina, 28201

ITEM 2 (c)        CITIZENSHIP:

                  Wachovia Corporation                            North Carolina
                  Wachovia Bank, National Association             United States
                  Wachovia Securities, Inc.                       North Carolina

ITEM 2 (d)        TITLE OF CLASS OF SECURITIES:

                  Common

ITEM 2 (e)        CUSIP NUMBER:

                  929771103


<PAGE>   4

CUSIP No.  929771103                                                 Page 4 of 7

ITEM 3  IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1 (B), OR
        13D-3 (B) CHECK WHETHER THE PERSON FILING IS A:

        (a) (X) Broker or Dealer registered under Section 15 of the Act,
                (Wachovia Securities, Inc.)

        (b) (X) Bank as defined in Section 3 (a) (6) of the Act, (Wachovia
                Bank, National Association)

        (c) ( ) Insurance Company as defined in Section 3 (a) (19) of the Act,

        (d) ( ) Investment Company registered under Section 8 of the Investment
                Company Act,

        (e) ( ) Investment Advisor registered under Section 203 of the
                Investment Advisor Act of 1940,

        (f) ( ) Employee Benefit Plan Pension Fund which is subject to the
                provisions of the Employee Retirement Income Security Act of
                1974 or Endowment Fund.

        (g) (X) Parent holding Company, in accordance with 240.13d-1(b)(ii)(G),
                (Wachovia Corporation)

        (h) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(H)

ITEM 4  OWNERSHIP:

        The following information is as of December 31, 1999:

        (a)       Amount Beneficially Owned:                         14,016,882

        (b)       Percent of Class:                                       6.93%

        (c)       Number of Shares as to which such person has:

                  (i)   Sole power to vote or to direct the vote      5,160,054

                  (ii)  Shared power to vote or to direct the vote    2,570,017

                  (iii) Sole power to dispose or to direct the
                        disposition of                                4,200,346

                  (iv)  Shared power to dispose or to direct the
                        disposition of                                8,754,885

ITEM 5  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

                  N/A

ITEM 6  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

                  N/A

<PAGE>   5

CUSIP No.  929771103                                                 Page 5 of 7


ITEM 7  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
        SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

        Included are the following subsidiaries of Wachovia Corporation - HC:

        Wachovia Bank, National Association - BK (wholly owned subsidiary of
        Wachovia Corporation)
        Wachovia Securities, Inc. - BD (wholly owned subsidiary of Wachovia
        Corporation)


ITEM 8  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

                  N/A

ITEM 9  NOTICE OF DISSOLUTION OF GROUP.

                  N/A


<PAGE>   6

CUSIP No.  929771103                                                 Page 6 of 7


ITEM 10  CERTIFICATION:

                  By signing below, I certify that, to the best of my knowledge
         and belief, the securities referred to above were not acquired for the
         purpose of and do not have the effect of changing or influencing the
         control of the issuer of such securities and were not acquired in
         connection with or as a participant in any transaction having such
         purposes or effect.

                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Date:    February 10, 2000

For:     WACHOVIA CORPORATION


         By:  /s/ William M. Watson, Jr.
              --------------------------------------------
              William M. Watson, Jr.
              Senior Vice President, Counsel and Secretary



For:     WACHOVIA BANK, NATIONAL ASSOCIATION


         By:  /s/ William M. Watson, Jr.
              --------------------------------------------
              William M. Watson, Jr.
              Senior Vice President, Counsel and Secretary



For:     WACHOVIA SECURITIES, INC.


         By:  /s/ Michael D. Hearn
              --------------------------------------------
              Michael D. Hearn
              Senior Managing Director


                       SEE AGREEMENT ATTACHED AS EXHIBIT A


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CUSIP No.  929771103                                                 Page 7 of 7


                                                                       EXHIBIT A

                                    AGREEMENT

                                February 10, 2000

         The understanding hereby agree to file a joint statement on Schedule
13G under the securities Exchange Act of 1934, as amended (the "Act") in
connection with their beneficial ownership of common stock issued by Wachovia
Corporation.

         Each of the undersigned states that it is entitled to individually use
Schedule 13G pursuant to Rule 13d-1 (c) of the Act.

         Each of the undersigned is responsible for the timely filling of the
statement and any amendments thereto, and for the completeness of the statement
and any amendments thereto, and for the completeness and accuracy of the
information concerning each of them contained therein but none is responsible
for the completeness of accuracy of the information concerning the others.

         This agreement applies to any amendments to Schedule 13G.

Wachovia Corporation


/s/ William M. Watson, Jr.
- --------------------------------------------
William M. Watson, Jr.
Senior Vice President, Counsel and Secretary


Wachovia Bank, National Association


/s/ William M. Watson, Jr.
- --------------------------------------------
William M. Watson, Jr.
Senior Vice President, Counsel and Secretary


Wachovia Securities, Inc.


/s/ Michael D. Hearn
- --------------------------------------------
Michael D. Hearn
Senior Managing Director



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