-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KHjMn/xMaFqZLU2ggDpG/jVDtdrbRzgvV6hVP0agT5HvAQWbKKQ9DHTSMeVNaSxE bJ5+ahcvfB9Pt29ljXOAOA== 0000950168-97-003758.txt : 19971231 0000950168-97-003758.hdr.sgml : 19971231 ACCESSION NUMBER: 0000950168-97-003758 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971219 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971230 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WACHOVIA CORP/ NC CENTRAL INDEX KEY: 0000774203 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 561473727 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09021 FILM NUMBER: 97746661 BUSINESS ADDRESS: STREET 1: 100 N MAIN ST STREET 2: P O BOX 3099 CITY: WINSTON SALEM STATE: NC ZIP: 27150 BUSINESS PHONE: 9107705000 MAIL ADDRESS: STREET 1: 100 NORTH MAIN ST STREET 2: P O BOX 3099 CITY: WINSTON SALEM STATE: NC ZIP: 27150 FORMER COMPANY: FORMER CONFORMED NAME: FIRST WACHOVIA CORP DATE OF NAME CHANGE: 19910603 8-K 1 WACHOVIA 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 1997 WACHOVIA CORPORATION -------------------- (Exact Name of Registrant as specified in its charter) NORTH CAROLINA No. 1-9021 No. 56-1473727 -------------- ---------- -------------- (State or other jurisdiction of (Commission (IRS employer incorporation) File Number) Identification No.) 100 NORTH MAIN STREET, WINSTON-SALEM, NC 27101 191 PEACHTREE STREET NE, ATLANTA, GA 30303 ------------------------------------ ----------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: WINSTON-SALEM 336-770-5000 ATLANTA 404-332-5000 Not applicable -------------- (Registrant's former address of principal executive offices) Item 5. Other Events. - ------- ------------- On December 19, 1997, Wachovia Corporation announced three special charges in the fourth quarter of 1997. This current report on Form 8-K contains the text of the Press Release. Item 7. Financial Statements and Exhibits. - ------- ---------------------------------- (c) Exhibits. 99.1 Press Release dated December 19, 1997 announcing the Special Charges. Exhibit Index 99.1 Press Release dated December 19, 1997 announcing the Special Charges. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 30, 1997 WACHOVIA CORPORATION By: /s/ Kenneth W. McAllister --------------------------- Name: Kenneth W. McAllister Title: Senior Executive Vice President EX-99 2 EXHIBIT 99.1 WACHOVIA - -------------------------------------------------------------------------------- News Announcement For Additional Information: Wachovia Corporation Robert S. McCoy, Jr. Atlanta, GA 30383 Chief Financial Officer, 910-732-5926 Winston-Salem, NC 27150 James C. Mabry, Manager Investor Relations, 910-732-5788 December 19, 1997 Wachovia Corporation will take three special charges in the fourth quarter of 1997: $67 million, pretax, for the disposal of personal computer hardware and software in conjunction with the corporation's plan to adopt a company- wide distributed technology platform; $232 million, pretax, in previously announced expenses associated with the integration of Central Fidelity Banks, Jefferson Bankshares and 1st United Bancorp; and $4 million in pretax losses from the sale of available-for-sale investment securities. The net impact of all three charges is expected to be $205 million after-tax or approximately $1.01 per diluted share. "Wachovia has long enjoyed the benefits of centralized technology for mainframe systems and has worked diligently to realize the same efficiencies for desktop systems and servers," said L. M. Baker, Jr., chief executive officer. "Advances in technology and movement toward a single industry standard now make the adoption of common distributed technology a possibility and Wachovia will capitalize early on this potential. The rollout of common desktop hardware and software for employees will facilitate better interdepart- ment and interoffice communication capabilities across our expanding franchise while eliminating separate maintenance, support and training costs. The move necessitates the write down and disposal of personal computers and servers acquired before January 1, 1997." Mr. Baker noted that the impairment of these assets is unrelated to Year 2000 compliance issues, which the corporation has been working to address separately since 1995. The $232 million expense represents merger-related charges and loan loss provision expenses, with the merger-related charges higher than previously announced estimates. The merger charges are for severance, retention and relocation costs; systems and operating charges; business line and branch integration expenses; and deal costs. The primary reason for the increase over original estimates is higher severance costs resulting from more employees electing to receive severance packages than anticipated. Additional pretax merger expenses of $50 million associated with the integration of Central Fidelity Banks, Jefferson Bankshares, 1st United Bancorp and Ameribank Bancshares will be recognized in 1998, largely in the first half of the year. Sales of available-for-sale investment securities, acquired primarily in connection with Wachovia's Virginia mergers, will result in losses of $4 million for the quarter. The securities are being sold to restructure the portfolio for higher yields. On a core operating basis excluding these nonrecurring charges, Wachovia will report solid financial results for both the fourth quarter and full year, Baker indicated. The corporation expects to announce its earnings for the quarter and year on January 20, 1998. -----END PRIVACY-ENHANCED MESSAGE-----