As filed with the Securities and Exchange Commission on February 1, 2006

Registration Nos. 333-131237, 333-131237-01

 

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Post-Effective Amendment No. 1 to

FORM S-3

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Wachovia Corporation

North Carolina (State or other jurisdiction of incorporation or organization)		56-0898180 (I.R.S. Employer Identification Number)

Wachovia Capital Trust III

Delaware (State or other jurisdiction of incorporation or organization)		20-6807767 (I.R.S. Employer Identification Number)

		Ross E. Jeffries, Jr., Esq.
		Senior Vice President and Deputy General
		Counsel
One Wachovia Center		Wachovia Corporation
Charlotte, North Carolina 28288-0013		One Wachovia Center
(704) 374-6565		Charlotte, North Carolina 28288-0630
		(704) 374-6611
(Address, including zip code, and telephone number,		(Name, Address, Including Zip Code, and Telephone Number,
including area code, of registrant’s principal executive offices)		Including Area Code, of Agent for Service)

Louis J. Bevilacqua, Esq.		Mark J. Welshimer, Esq.
Cadwalader, Wickersham & Taft LLP		Sullivan & Cromwell LLP
One World Financial Center		125 Broad Street
New York, New York 10281		New York, New York 10004-2498
(212) 504-6057		(212) 558-3669

     Approximate date of commencement of proposed sale to public: From time to time after the effective date of this Registration Statement as determined by market conditions.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ

     If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

CALCULATION OF REGISTRATION FEE

							Proposed			Proposed
							Maximum			Maximum			Amount of
	Title of Each Class of			Amount to be			Offering Price			Aggregate			Registration
	Securities to be Registered			Registered			Per Unit			Offering Price			Fee(1)
	Fixed-to-Floating Rate Normal Wachovia Income Trust Securities (“WITS”) (2)			2,500,000			$1,000			$2,500,000,000			$267,500(5)
	Junior Subordinated Notes (2)(4)(5)(6)			2,501,000			$1,000			$2,501,000,000			$267,714(5)(6)
	Stripped WITS (2)			(3)			(3)(4)			(3)(4)			(3)
	Capital WITS (2)			(3)			(3)(4)			(3)(4)			(3)
	Stock Purchase Contracts (2)			25,010			(4)			(4)			(4)
	Perpetual Preferred Stock (2)			25,010			(4)			(4)			(4)
	Guarantee of payment on the WITS (2)(7)
	Total:												$535,214

(1)		Calculated and paid pursuant to Rules 456(b) and 457(r) under the Securities Act.
(2)		The Normal WITS, the Stripped WITS and Capital WITS (in the case of the Stripped WITS and Capital WITS, if any) are beneficial interests in, and will be issued by, Wachovia Capital Trust III (the “Trust”). The Junior Subordinated Notes, Stock Purchase Contracts, Perpetual Preferred Stock and Guarantees will be issued by Wachovia Corporation (the “Company”).
(3)		An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be issued at indeterminate prices.
(4)		No separate consideration will be received by either Registrant upon the issuance, if any, of the Stripped WITS or Capital WITS, for the issuance of the Stock Purchase Contracts or upon the purchase by the Trust of the Perpetual Preferred Stock of the Company pursuant to the terms of the Stock Purchase Contracts.
(5)		The Junior Subordinated Notes will be purchased by the Trust with the proceeds of the sale of the Normal WITS. Junior Subordinated Notes in the amount of $2,500,000,000 will be purchased by the Trust with the proceeds of the sale of the Normal WITS. Junior Subordinated Notes in the amount of $1,000,000 will be purchased by the Trust with the proceeds of the sale of its common securities to the Company.
(6)		The registration fee being paid in connection with the Junior Subordinated Notes includes $267,607 representing the registration fee to be due in connection with the proceeds to be received upon the remarketing of the Junior Subordinated Notes, as described in the prospectus.
(7)		Pursuant to Rule 457(n) under the Securities Act, no additional registration fee is due for guarantees.

 

 

Explanatory Note

This Post-Effective Amendment No. 1 to the Registration Statement has been filed by the registrants solely for the purpose of updating the Calculation of Registration Fee table pursuant to Rule 456 under the Securities Act and to add the SEC Registration fee to Part II, Item 14 Other Expenses of Issuance and Distribution.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. Other Expenses of Issuance and Distribution

Estimated expenses:
Printing Fees		$	30,000
Fees of Securities Registrar			10,000
Trustee’s Fees and Expenses			35,000
Accountant Fees and Expenses			10,000
Blue Sky Fees and Expenses			11,000
SEC Registration Fee			535,214
NASD Filing Fee			75,500
Rating Agency Fees			100,000
Legal Fees and Expenses			650,000
Miscellaneous			50,000
Total		$	1,506,714

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Wachovia Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, as of the 1^st day of February, 2006.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the date indicated.

Signature		Title
*   G. Kennedy Thompson		Chairman, President, Chief Executive Officer and Director
/s/ Thomas J. Wurtz   Thomas J. Wurtz		Senior Executive Vice President, Chief Financial Officer and Treasurer
*   David M. Julian		Executive Vice President and Corporate Controller (Principal Accounting Officer)
*   John D. Baker, II		Director
*   James S. Balloun		Director
*   Robert J. Brown		Director
Peter C. Browning		Director
*   John T. Casteen, III		Director
*   William H. Goodwin, Jr.		Director
*   Robert A. Ingram		Director

Signature		Title
*   Donald M. James		Director
*   Mackey J. McDonald		Director
*   Joseph Neubauer		Director
*   Lloyd U. Noland, III		Director
*   Van L. Richey		Director
*   Ruth G. Shaw		Director
*   Lanty L. Smith		Director
*   John C. Whitaker, Jr.		Director
*   Dona Davis Young		Director

     Pursuant to the requirements of the Securities Act of 1933, Wachovia Capital Trust III certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, as of the 1^st day of February, 2006.