DATE: Friday, October 24, 1997              TAG: 9710240634

SECTION: BUSINESS                PAGE: D2   EDITION: FINAL 

SOURCE: BY TOM SHEAN, STAFF WRITER 

                                            LENGTH:   39 lines

JEFFERSON SAYS OK TO WACHOVIA MERGER

Shareholders of Jefferson Bankshares Inc., as expected, voted in favor of merging with Wachovia Corp.

Winston-Salem, N.C.-based Wachovia also is acquiring Central Fidelity Banks Inc. of Richmond.

Wednesday's approval by Jefferson shareholders cleared the way for Wachovia to complete its transaction with Charlottesville-based Jefferson on Oct. 31. State and federal banking regulators had already approved the combination.

Jefferson has 14 branches and 100 employees in Hampton Roads.

In June, Wachovia agreed to pay more than $542 million in stock for the company, whose Jefferson National Bank subsidiary has 96 branches and $2.1 billion of assets. Two weeks later, Wachovia announced an agreement to buy Central Fidelity for more than $2.3 billion in Wachovia stock.

The two acquisitions will provide Wachovia with a major presence in Virginia, including the second-largest share of bank deposits in the state. Wachovia, which has branches in North Carolina, South Carolina and Georgia, entered Virginia in early 1996 by opening a single office in Norfolk.

Central Fidelity's shareholders are to vote Nov. 21 on their merger agreement with Wachovia.

The Federal Reserve approved the Central Fidelity-Wachovia deal on Monday after the Justice Department gave its blessing last Friday. Because of antitrust concerns about a concentration of deposits in certain parts of Virginia, the Justice Department required Wachovia to sell nine branches in Charlottesville, Farmville and Culpeper.

Central Fidelity, with assets of $10.5 billion, has 244 branches in Virginia, including 60 in Hampton Roads. It has 752 employees in the region.

Wachovia has said it expects to complete its transaction with Central Fidelity by year-end.

However, Jefferson and Central Fidelity will continue to operate under their own names until March 1998, when Wachovia expects to complete the consolidation process.

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