Obligation Wachovia 5.8% ( US92978AAA07 ) en USD

Wachovia

100.01 % ⇌

Etats-unis

US92978AAA07 ( en USD )

5.8% par an ( paiement trimestriel )

Perpétuelle

Prospectus brochure de l'obligation Wachovia US92978AAA07 en USD 5.8%, échéance Perpétuelle

1 000 USD

2 500 000 000 USD

92978AAA0

BB+ ( Spéculatif )

N/A

15/06/2024 ( Dans 57 jours )

L'Obligation émise par Wachovia ( Etats-unis ) , en USD, avec le code ISIN US92978AAA07, paye un coupon de 5.8% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par Wachovia ( Etats-unis ) , en USD, avec le code ISIN US92978AAA07, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Wachovia Corporation/Wachovia Capital Trust III
424B2 1 g99243bae424b2.htm WACHOVIA CORPORATION/WACHOVIA CAPITAL TRUST III
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Wachovia Corporation/Wachovia Capital Trust III

Filed Pursuant to Rule 424 (b)(2)
Registration No. 333-131237 and 333-131237-01
2,500,000 WITS
Wachovia Capital Trust III

5.80% Fixed-to-Floating Rate Normal Wachovia Income Trust Securities
(liquidation amount $1,000 per security)
fully and unconditionally guaranteed, as described herein, by
Wachovia Corporation
The 5.80% Fixed-to-Floating Rate Normal Wachovia Income Trust Securities, or "Normal WITS," are beneficial interests in Wachovia
Capital Trust III, a Delaware statutory trust. The trust will pass through, as distributions on or redemption price of Normal WITS, amounts that it
receives on its assets that are the "corresponding assets" for the Normal WITS, and your financial entitlements as a holder of Normal WITS
generally will correspond to the trust's financial entitlements as a holder of corresponding assets. The corresponding assets for each Normal WITS,
with its $1,000 liquidation amount, initially will be $1,000 principal amount of our Remarketable Junior Subordinated Notes due 2042, or "Junior
Subordinated Notes," and a 1/100th, or $1,000, interest in a stock purchase contract between the trust and Wachovia Corporation under which the
trust agrees to purchase, and we agree to sell, on the stock purchase date, one share of our Non-Cumulative Perpetual Class A Preferred Stock,
Series I, $100,000 liquidation preference per share, or "Preferred Stock," for $100,000 and we agree to make contract payments to the trust. The
trust will pledge the Junior Subordinated Notes and their proceeds to secure its obligation to pay the purchase price under the related stock
purchase contracts. We expect the stock purchase date to be March 15, 2011, but in certain circumstances it may occur on an earlier date or as late
as March 15, 2012. From and after the stock purchase date, the corresponding asset for each Normal WITS will be a 1/100th, or $1,000, interest in
one share of Preferred Stock.
Assuming that we do not elect to defer contract payments or interest payments on the Junior Subordinated Notes or to skip dividends on the
Preferred Stock, holders of Normal WITS will receive distributions on the $1,000 liquidation amount per Normal WITS:

·
from February 1, 2006 through the later of March 15, 2011 and the stock purchase date, at a rate per annum of 5.80%, payable semi-
annually on each March 15 and September 15 (and on the stock purchase date, if not a March 15 or September 15), and

·
thereafter at a rate per annum equal to the greater of (x) three-month LIBOR for the related distribution period plus 0.93% and
(y) 5.56975%, payable quarterly on each March 15, June 15, September 15 and December 15 (or if any such date is not a business day,
on the next business day).
Distributions will be cumulative through the stock purchase date and non-cumulative thereafter.
The Normal WITS are perpetual and the trust will redeem them only to the extent we redeem the Preferred Stock. We may redeem the
Preferred Stock at any time on or after the later of March 15, 2011 and the stock purchase date.
Investors may exchange Normal WITS and treasury securities having a $1,000 principal amount per Normal WITS for like amounts of
Stripped WITS and Capital WITS, which are also beneficial interests in the trust. Each Stripped WITS corresponds to a 1/100th interest in a stock
purchase contract and $1,000 principal amount of treasury securities, and each Capital WITS corresponds to $1,000 principal amount of Junior
Subordinated Notes.
The trust will apply to list the Normal WITS on the New York Stock Exchange under the symbol "WBTP." Trading of the Normal WITS on
the New York Stock Exchange is expected to commence within a 30-day period after the initial delivery of the Normal WITS.
See "Risk Factors" beginning on page 25 of this prospectus to read about factors you should consider before buying WITS.

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Wachovia Corporation/Wachovia Capital Trust III
These securities have not been approved or disapproved by the Securities and Exchange Commission, any state securities commission
or the Commissioner of Insurance of the state of North Carolina nor have these organizations determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.

Per Normal

Discounts and
Total

WITS

Commissions
(1)(2)

Initial public offering price

$ 1,000

(2)

$2,500,000,000
Proceeds, before expenses and commissions, to Wachovia

Corporation
$ 1,000

(2)
$2,500,000,000

(1) The initial public offering price does not include accrued distributions, if any, on the Normal WITS from February 1, 2006 to the date of
delivery.

(2) In view of the fact that the proceeds of the sale of the Normal WITS will be invested in the Junior Subordinated Notes, we have agreed to pay
the underwriters, as compensation for arranging the investment therein of such proceeds, $25 per Normal WITS (or $62,500,000 in the
aggregate). See "Underwriting."

The underwriters expect to deliver the Normal WITS in book-entry form only, through the facilities of The Depository Trust Company,
against payment on February 1, 2006.
Wachovia Capital Markets, LLC may use this prospectus in the initial sale of the Normal WITS and Wachovia Capital Markets, LLC or an
affiliate may use this prospectus thereafter in market-making transactions in WITS. Unless Wachovia Capital Markets, LLC or its agent informs
the purchaser otherwise in the confirmation of sale, this prospectus is being used in a market-making transaction.
Wachovia Securities
Goldman, Sachs & Co.
Loop Capital Markets, LLC
Ramirez & Co., Inc.

Prospectus dated January 25, 2006.
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Wachovia Corporation/Wachovia Capital Trust III

TABLE OF CONTENTS

Page

Summary

1
Risk Factors

25
Wachovia Corporation

34
The Trust

36
Use of Proceeds

38
Selected Consolidated Condensed Financial Data

39
Capitalization

40
Regulatory Considerations

40
Accounting Treatment; Regulatory Capital

41
Description of the WITS

42
Description of the Stock Purchase Contracts

65
Certain Other Provisions of the Stock Purchase Contract Agreement and the Collateral Agreement

69
Description of the Junior Subordinated Notes

71
Description of the Guarantee

87
Relationship among WITS, Junior Subordinated Notes, Stock Purchase Contracts and Guarantee

90
Description of the Preferred Stock

93
Description of Capital Stock of Wachovia Corporation

100
Book-Entry System

104
Certain U.S. Federal Income Tax Consequences

107
ERISA Considerations

114
Underwriting

116
Validity of Securities

119
Experts

120
Index of Defined Terms

121
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF ANY OFFER TO BUY ANY SECURITIES OTHER THAN THE
SECURITIES TO WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF WACHOVIA OR THE TRUST SINCE THE
DATE HEREOF OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.
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Wachovia Corporation/Wachovia Capital Trust III
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Wachovia Corporation/Wachovia Capital Trust III

ABOUT THIS PROSPECTUS
This document is called a prospectus and is part of a registration statement that we filed with the Securities and
Exchange Commission, or "SEC." The registration statement containing this prospectus, including exhibits to the
registration statement, provides additional information about us and the securities offered under this prospectus. The
registration statement can be read at the SEC web site or at the SEC office mentioned under the heading "Where You
Can Find More Information."
When acquiring any securities discussed in this prospectus, you should rely only on the information provided in
this prospectus, including the information incorporated by reference, and the final term sheet, which will contain
solely a description of the Normal WITS and will be made available to you at the time of pricing. Neither we nor any
underwriters or agents have authorized anyone to provide you with different information. We are not offering the
securities in any state where the offer is prohibited. You should not assume that the information in this prospectus or
any document incorporated by reference is accurate or complete at any date other than the date mentioned on the
cover page of these documents.
One or more of our subsidiaries, including Wachovia Capital Markets, LLC, may buy and sell any of the
securities after the securities are issued as part of their business as a broker-dealer. Those subsidiaries may use this
prospectus in those transactions. Any sale by a subsidiary will be made at the prevailing market price at the time of
sale. Wachovia Capital Markets, LLC and Wachovia Securities, LLC, another of our subsidiaries, each conduct
business under the name "Wachovia Securities." Any reference in this prospectus to "Wachovia Securities" means
Wachovia Capital Markets, LLC, unless otherwise mentioned or unless the context requires otherwise.
Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus to
"Wachovia," "we," "us," "our" or similar references mean Wachovia Corporation and its subsidiaries, and
references to the "Trust" mean Wachovia Capital Trust III.
An index of terms used in this prospectus with specific meanings appears on the inside back cover of this
prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may
read and copy any document we file at the SEC's public reference room at 100 F Street, N.E., Washington, D.C.
Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. In addition, our SEC
filings are available to the public at the SEC's web site at http://www.sec.gov. You can also inspect reports, proxy
statements and other information about us at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York.
The SEC allows us to "incorporate by reference" into this prospectus the information in documents we file with
it. This means that we can disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this prospectus and should be read with the same
care. When we update the information contained in documents that have been incorporated by reference by making
future filings with the SEC the information incorporated by reference in this prospectus is considered to be
automatically updated and superseded. In other words, in the case of a conflict or inconsistency between information
contained in this prospectus and information incorporated by reference into this prospectus, you should rely on the
information contained in the document that was filed later. We incorporate by reference the documents listed below
and any documents we file with the SEC in the future (except, in either case, for such information that is deemed
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Wachovia Corporation/Wachovia Capital Trust III
"furnished" to the SEC) under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, or
"Exchange Act," until the offering of securities by means of this prospectus is completed:

·
Annual Report on Form 10-K for the year ended December 31, 2004;

·
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005, June 30, 2005 and September 30,
2005; and
iii
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Wachovia Corporation/Wachovia Capital Trust III

·
Current Reports on Form 8-K, filed with the SEC on the following dates, excluding in each case any
information deemed to be "furnished": January 5, 2005, January 14, 2005, January 19, 2005, April 15,
2005, May 2, 2005, June 22, 2005, July 19, 2005, August 16, 2005, September 12, 2005, October 17,
2005, November 29, 2005, December 22, 2005, January 3, 2006 and January 19, 2006.
You may obtain any of the documents incorporated by reference in this prospectus through our website, www.
wachovia.com/investor. In addition, you may request a copy of these filings and copies of the documents referenced
herein, at no cost, by writing or telephoning us at the following address:
Wachovia Corporation
Investor Relations
301 South College Street
Charlotte, North Carolina 28288-0206
(704) 374-6782
Other than any documents expressly incorporated by reference, the information on our website and any other
website that is referred to in this prospectus is not part of this prospectus.
FORWARD-LOOKING STATEMENTS
This prospectus contains or incorporates statements that are "forward-looking statements." These statements can
be identified by the use of forward-looking language such as "will likely result," "may," "are expected to," "is
anticipated," "estimate," "projected," "intends to" or other similar words. Our actual results, performance or
achievements could be significantly different from the results expressed in or implied by these forward-looking
statements. These statements are subject to certain risks and uncertainties, including but not limited to certain risks
described in the documents incorporated by reference. When considering these forward-looking statements, you
should keep in mind these risks, uncertainties and other cautionary statements made in this prospectus. You should
not place undue reliance on any forward-looking statement, which speaks only as of the date made. You should refer
to our periodic and current reports filed with the SEC for specific risks which could cause actual results to be
significantly different from those expressed or implied by these forward-looking statements.
iv
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Wachovia Corporation/Wachovia Capital Trust III

SUMMARY
This summary highlights information contained elsewhere, or incorporated by reference, in this prospectus.
As a result, it does not contain all of the information that may be important to you or that you should consider
before investing in the WITS or any of their component securities. You should read this entire prospectus,
including the "Risk Factors" section and the documents incorporated by reference, which are described under
"Where You Can Find More Information."
Wachovia Corporation
Wachovia is a financial holding company organized under the laws of North Carolina and registered under
the Bank Holding Company Act. Wachovia has approximately 3,100 full service financial centers, more than
700 retail brokerage offices and approximately 5,100 ATM locations. Wachovia offers a comprehensive line of
consumer and commercial banking products and services, personal and commercial trust, investment advisory,
insurance, securities brokerage, investment banking, mortgage, credit card, cash management, international
banking and other financial services.
At September 30, 2005, Wachovia had consolidated total assets of approximately $532 billion, consolidated
total deposits of approximately $320 billion and consolidated stockholders' equity of approximately $47 billion.
Based on total assets at September 30, 2005, Wachovia was the fourth largest bank holding company in the
United States.
Wachovia's principal executive office is: Wachovia Corporation, 301 South College Street, Charlotte,
North Carolina 28288, telephone number: (704) 374-6782.
Wachovia Capital Trust III
Wachovia Capital Trust III, or "Trust," is a perpetual statutory trust created under Delaware law. The Trust
exists for the exclusive purposes of:

·
issuing the WITS and the Trust Common Securities;

·
investing the gross proceeds of the WITS and the Trust Common Securities in Junior Subordinated
Notes;

·
entering into the Stock Purchase Contract Agreement and holding the Stock Purchase Contracts;

·
holding Junior Subordinated Notes, certain U.S. treasury securities, and an interest-bearing deposit
with Wachovia Bank, N.A., and pledging them to secure the Trust's obligations under the Stock
Purchase Contracts;

·
purchasing the Preferred Stock pursuant to the Stock Purchase Contracts on the Stock Purchase Date
and holding it thereafter;

·
selling Junior Subordinated Notes in a Remarketing; and

·
engaging in only those activities necessary or incidental thereto.
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Wachovia Corporation/Wachovia Capital Trust III
The Trust's business and affairs will be conducted by its trustees, each appointed by us as sponsor of the
Trust. The trustees will be U.S. Bank National Association, as the "Property Trustee," U.S. Bank
Trust National Association, as the "Delaware Trustee," and two or more individual trustees, or "administrative
trustees," who are employees or officers of or affiliated with us.
The principal executive office of the Trust is c/o Wachovia Corporation, 301 South College Street,
Charlotte, North Carolina 28288, telephone number: (704) 374-6782.
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Document Outline

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