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| Wachovia Corp (Acquired by Wells Fargo Dec 2008) 1995 10-K Report (Partial 10-K shown; subscribers can see the entire 10-K report.) |
0000950144-96-001190.hdr.sgml : 19960327
ACCESSION NUMBER: 0000950144-96-001190
CONFORMED SUBMISSION TYPE: 10-K405
PUBLIC DOCUMENT COUNT: 7
CONFORMED PERIOD OF REPORT: 19951231
FILED AS OF DATE: 19960326
SROS: BSE
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: 10-K405
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-09021
FILM NUMBER: 96538611
BUSINESS ADDRESS:
STREET 1: 301 NORTH MAIN ST
CITY: WINSTON SALEM
STATE: NC
ZIP: 27150
BUSINESS PHONE: 9197705000
MAIL ADDRESS:
STREET 1: 301 NORTH MAIN ST
CITY: WINSTON SALEM
STATE: NC
ZIP: 27150
FORMER COMPANY:
FORMER CONFORMED NAME: FIRST WACHOVIA CORP
DATE OF NAME CHANGE: 19910603
10-K405
1
WACHOVIA CORP. 10-K405
1
1995 FORM 10-K
- -------------------------------------------------------------------------------
United States Securities and Exchange Commission
Washington, DC 20549
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Fiscal Year Ended December 31, 1995
Commission File Number 1-9021
WACHOVIA CORPORATION
Incorporated in the State of North Carolina
IRS Employer Identification Number 56-1473727
Address and Telephone:
100 North Main Street, Winston-Salem, North Carolina 27101, (910)
770-5000
191 Peachtree Street NE, Atlanta, Georgia 30303, (404) 332-5000
Securities registered pursuant to Section 12(b) of the Act: Common
Stock -- $5.00 par value, which is registered on the New York Stock
Exchange.
As of February 6, 1996, Wachovia Corporation had 169,612,091 shares
of common stock outstanding. The aggregate market value of Wachovia
Corporation common stock held by nonaffiliates on February 6, 1996 was
approximately $7.629 billion and the number of shares held by
nonaffiliates was 169,524,175.
Wachovia Corporation has (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark if disclosure of delinquent filers pursuant to
item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X].
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Wachovia Corporation's Proxy Statement for its 1996
Annual Shareholders' Meeting, which will be filed with the Commission by
April 30, 1996 are incorporated by reference into Part III of this report.
Portions of the annual report to shareholders for the year ended December
31, 1995 are incorporated by reference into Parts I and II as indicated in
the table below. Except for parts of the Wachovia Corporation Annual
Report expressly incorporated herein by reference, this Annual Report is
not to be deemed filed with the Securities and Exchange Commission.
PART I PAGE
Item 1 Business
Description of Business....... 3, 14-42, 72-74
Subsidiaries of Wachovia
Corporation............................... 2
Average Balance Sheets/
Interest/Rates.............. 64-65, 68-69, 70
Volume and Rate
Variance Analysis .................... 17, 40
Securities........................... 19, 50-51
Loans........................ 18, 26, 51-52, 71
Allowance for Loan Losses
and Loan Loss Experience.......... 27, 28, 40
Deposits................. 20-21, 24, 64-65, 70
Return on Equity and Assets ................ 70
Short-Term Borrowed Funds .................. 24
Item 2 Properties.................................... 2
Item 3 Legal Proceedings............................. 58
Item 4 Submission of Matters to a Vote
of Security Holders -- None
PART II
Item 5 Market for Registrant's Common
Equity and Related
Stockholder Matters ..................... 72-73
Item 6 Selected Financial Data................ 66-67, 71
Item 7 Management's Discussion and
Analysis of Financial
Condition and Results
of Operations............................ 14-42
Item 8 Financial Statements and
Supplementary Data....................... 35-63
Item 9 Changes in and Disagreements
with Accountants on
Accounting and Financial
Disclosure -- None
PART III
Item 10 Directors and Executive
Officers of the Registrant..... Proxy Statement
Item 11 Executive Compensation........... Proxy Statement
Item 12 Security Ownership of
Certain Beneficial Owners
and Management................. Proxy Statement
Item 13 Certain Relationships
and Related Transactions....... Proxy Statement
PART IV
Item 14 Exhibits, Financial Statement
Schedules and Reports on
Form 8-K .............................. 3, 7-11
2
SUBSIDIARIES OF WACHOVIA CORPORATION
The following table sets forth the subsidiaries of Wachovia Corporation on
December 31, 1995. The common stock of each of these subsidiaries is 100
percent owned by its parent. The financial statements of all subsidiaries are
included in the consolidated statements of Wachovia Corporation and
subsidiaries.
Organized under the
laws of the state of:
Wachovia Bank of North Carolina, N.A. the United States
Wachovia International
Banking Corporation the United States*
Wachovia Leasing Corporation North Carolina
Wachovia Auto Leasing Company
of North Carolina North Carolina
Wachovia Insurance Services of
North Carolina, Inc. North Carolina
Greenville Agricultural Credit
Corporation North Carolina
City Loans, Inc. North Carolina
WOC Company North Carolina
Wachovia Bank of Georgia, N.A. the United States
First Bank Building Corporation Georgia
First Atlanta Services Corporation Delaware
Wachovia Auto Leasing Company
of Georgia Georgia
WMCS, Inc. Georgia
Wachovia Bank of South Carolina, N.A. the United States
Wachovia Insurance Services of
South Carolina, Inc. South Carolina
First National Properties, Inc. South Carolina
South Carolina National OREO, Inc. South Carolina
Southern Provident Life
Insurance Company Arizona
Atlantic Savings Bank, FSB the United States
Atlantic Mortgage Corporation
of South Carolina, Inc. South Carolina
Wachovia Mortgage Company North Carolina
New Salem, Inc. North Carolina
Wachovia Investments, Inc. North Carolina
Wachovia Corporate Services, Inc. North Carolina
Wachovia Operational Services
Corporation North Carolina
Wachovia Trust Services, Inc. North Carolina
The First National Bank of
Atlanta (Delaware) the United States
Wachovia Bank Card Services, Inc. Delaware
First Atlanta Corporation Georgia
FA Investment Company Georgia
Financial Life Insurance Company
of Georgia Georgia
The Wachovia Insurance Agency
of Georgia, Inc. Georgia
FAIRCO Properties, Inc. Georgia
First Atlanta Lease Liquidating
Corporation Georgia
Wachovia Corporation of Florida Florida
Wachovia Corporation of Alabama Alabama
Wachovia Corporation of Tennessee Tennessee
Wachovia Capital Markets, Inc. Georgia
* Organized under Chapter 25(a) of the Federal Reserve Act of the United
States
PROPERTIES
The principal offices of the Corporation and Wachovia Bank of North Carolina,
N.A., are located at 100 North Main Street, Winston-Salem, North Carolina,
where the company owns and occupies approximately 535,000 square feet of office
space.
Wachovia Bank of Georgia, N.A., occupies approximately 380,000 square feet of
an office tower at 191 Peachtree Street, N.E., Atlanta, Georgia, under a lease
expiring December 2008.
Wachovia Bank of South Carolina, N.A., occupies approximately 12,000 square
feet of office space in the Palmetto Center at 1426 Main Street, Columbia,
South Carolina, under a lease expiring November 2003.
The table on page 3 lists the number of banking offices. The Corporation's
banking subsidiaries own in fee 339 offices while the others are leased or are
located on leased land. The approximate lease terms range from one to fifty
years on these properties. In addition, the Corporation's banking subsidiaries
own in fee or lease a number of multistory office buildings which house
supporting services. Other subsidiaries of the Corporation maintain leased
office space in cities in which they conduct their respective operations.
2
3
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Exhibits -- The index of exhibits has been filed as separate pages of the 1995
Form 10-K. Copies of the exhibit list or of Exhibits are available upon request
to: Corporate Reporting, Wachovia Corporation, P.O. Box 3099, Winston-Salem,
North Carolina 27150. A copying fee will be charged for the Exhibits.
Financial Statement Schedules -- Omitted due to inapplicability or because the
required information is shown in the Financial Statements or the Notes thereto.
Reports on Form 8-K: A Current Report on Form 8-K dated October 3, 1995 was
filed with the Securities and Exchange Commission setting forth the computation
of Ratios of Earnings to Fixed Charges to be incorporated into Wachovia
Corporation's Registration Statement on Form S-3 (Registration No. 33-55839).
SIGNATURES
Pursuant to the requirements to Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on March 13, 1996.
WACHOVIA CORPORATION
ROBERT S. McCOY, JR.
- --------------------
Robert S. McCoy, Jr.
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on March 13, 1996.
L.M. BAKER, JR.
- ---------------
L.M. Baker, Jr.
President and Chief Executive Officer
ROBERT S. McCOY, JR.
- --------------------
Robert S. McCoy, Jr.
Executive Vice President and
Chief Financial Officer
JOHN C. McLEAN, JR.
- -------------------
John C. McLean, Jr.
Comptroller
The Directors of Wachovia Corporation (listed below) have executed a power of
attorney appointing Kenneth W. McAllister, their attorney-in-fact, empowering
him to sign this report on their behalf:
John G. Medlin, Jr. Donald R. Hughes
Rufus C. Barkley, Jr. E. Kenneth Iverson
Crandall C. Bowles James W. Johnston
John L. Clendenin Wyndham Robertson
Lawrence M. Gressette, Jr. Herman J. Russell
Thomas K. Hearn, Jr. Sherwood H. Smith, Jr.
W. Hayne Hipp Charles McKenzie Taylor
Robert M. Holder, Jr.
KENNETH W. McALLISTER
---------------------
Kenneth W. McAllister
Attorney-in-Fact
3
4
PART III
ITEM 10. Directors and Executive Officers of the Registrant
- ------------------------------------------------------------
The names, ages and positions of the executive officers of Wachovia as
of January 31, 1996 are shown below along with their business experience
during the past five years and the year of their employment with
Wachovia and subsidiaries. Officers are elected annually by the Board
of Directors and hold office for one year or until their successors are
chosen and qualified. There are no family relationships between any of
them, nor is there any arrangement or understanding between any officer
and any other person pursuant to which the officer was selected.
Name, Age Business Experience During Past
and Position Five Years and Year Employed
- ------------ ----------------------------
L. M. Baker, Jr., 53 Chief Executive Officer of Wachovia
President and Chief Corporation since January 1994;
Executive Officer Wachovia President of Wachovia Corporation
Corporation; Chairman of since 1993; Chief Operating Officer of
the Board Wachovia Bank Wachovia Corporation, February -
of North Carolina, N.A.; December 1993; Executive Vice
Director of Wachovia President of Wachovia Corporation
Corporation, Wachovia Bank until January 1993; President and
of Georgia, N.A., and Chief Executive Officer of Wachovia
Wachovia Bank of South Corporation of North Carolina, January
Carolina, N.A. 1990 - March 1993; President and Chief
Executive Officer of Wachovia Bank
of North Carolina, N.A., January 1990 -
May 1993; Executive Vice President of
Wachovia Corporation of North Carolina
until December 1989; Executive Vice
President of Wachovia Bank of North
Carolina, N.A. until December 1989.
Employed in 1969.
Mickey W. Dry, 56 Executive Vice President and Chief Credit
Executive Vice President Officer of Wachovia Corporation since
and Chief Credit Officer November 1989; Executive Vice President of
Wachovia Corporation; Wachovia Bank of North Carolina, N.A.
Executive Vice President since October 1989; Senior Vice President/
Wachovia Bank of North Group Executive of Wachovia Bank of North
Carolina, N.A. Carolina, N.A. until 1989. Employed in
1961.
Hugh M. Durden, 52 Executive Vice President of Wachovia
Executive Vice President Corporation since 1994; President of
Wachovia Corporation, Wachovia Corporate Services, Inc. since
Wachovia Bank of North July 1994; President of Wachovia Trust
Carolina, N.A., President Services, Inc. January-June 1994;
Wachovia Corporate Services, Executive Vice President of Wachovia
Inc. Bank of North Carolina, N.A.; Western
Division Executive, Wachovia Bank of
North Carolina, N.A., 1991-1994; Regional
Vice President, Southern Region, Wachovia
Bank of North Carolina, N.A., 1989-1991.
Employed in 1972.
4
5
Item 10. Directors and Executive Officers of the Registrant (Continued)
- -----------------------------------------------------------------------
Name, Age Business Experience During Past
and Position Five Years and Year Employed
- ------------ ----------------------------
W. Doug King, 57 Executive Vice President of Wachovia
Executive Vice President Corporation since July 1994; Senior
Wachovia Corporation Vice President of Wachovia Corporation,
October 1992 - July 1994. President
of Wachovia Bank of South Carolina, N.A.,
January 1992- October 1992; Vice Chairman
of Wachovia Bank of South Carolina,
N.A., September 1990 - January 1992.
Employed in 1963.
Walter E. Leonard, Jr. 50 Executive Vice President of Wachovia
Executive Vice President Corporation since October 1988;
Wachovia Corporation, Executive Vice President of Wachovia
Wachovia Bank of Georgia, Bank of Georgia, N.A.; President of
N.A.; President Wachovia Wachovia Operational Services Corporation.
Operational Services Employed in 1965.
Corporation
Kenneth W. McAllister, 47 Executive Vice President of Wachovia
Executive Vice President Corporation since January 1994; General
and General Counsel Counsel of Wachovia Corporation;
Wachovia Corporation Secretary of Wachovia Corporation
until October 1992. Employed in 1988.
Robert S. McCoy, Jr., 57 Executive Vice President of Wachovia
Executive Vice President and Corporation since January 1992; Chief
Chief Financial Officer Financial Officer of Wachovia Corporation
Wachovia Corporation since September 1992; Comptroller of
Wachovia Corporation, January 1992 - August
1992; President of South Carolina National
Corporation until 1992; Vice Chairman and
Chief Financial Officer of Wachovia Bank
of South Carolina, N.A., 1990 - 1992;
Executive Vice President and Chief Financial
Officer of Wachovia Bank of South Carolina,
N.A., until 1990. Employed in 1984.
John C. McLean, Jr., 47 Comptroller of Wachovia Corporation since
Comptroller July 1993; Senior Vice President of Wachovia
Bank of North Carolina, N.A. from April 1990
- July 1993. Employed in 1975.
5
6
Item 10. Directors and Executive Officers of the Registrant (Continued)
- -----------------------------------------------------------------------
Name, Age Business Experience DuringPast
and Position Five Years and Year Employed
- ------------ ----------------------------
G. Joseph Prendergast, 50 Executive Vice President of Wachovia
Executive Vice President Corporation since October 1988;
Wachovia Corporation; Chairman of Wachovia Bank of Georgia,
Chairman Wachovia Bank of N.A. since January 1994; Chairman
Georgia, N.A. and Wachovia of Wachovia Bank of South Carolina,
Bank of South Carolina, N.A.; N.A. since July 1995. President and
Director Wachovia Bank Chief Executive Officer of Wachovia
of Georgia, N.A., Wachovia Bank of Georgia, N.A. January 1993-
Bank of North Carolina, N.A., January 1995; President and Chief
and Wachovia Bank of South Executive Officer of Wachovia
Carolina, N.A. Corporate Services, Inc. until
July 1994; President and Chief
Executive Officer of Wachovia
Corporation of Georgia, January 1993-
March 1993; Executive Vice President
of Wachovia Bank of Georgia, N.A.,
1989-1993; Executive Vice President
of Wachovia Bank of North Carolina,
N.A. until 1989. Employed in 1973.
Richard B. Roberts, 52 Executive Vice President and
Executive Vice President and Treasurer of Wachovia Corporation
Treasurer Wachovia since April 1990; Executive Vice
Corporation; Executive Vice President of Wachovia Bank of
President Wachovia Bank of North Carolina, N.A.
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