Pursuant to Rule 425 under the Securities
Act of 1933 and deemed filed pursuant to
Rule 14a-6(b) under the Securities Exchange
Act of 1934
Subject Company: Wachovia Corporation
Commission File No. 333-59616
Date: July 26, 2001
This filing contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include, but
are not limited to, (i) statements about the benefits of the merger between
First Union Corporation and Wachovia Corporation, including future financial and
operating results, cost savings, enhanced revenues, and accretion to reported
earnings that may be realized from the merger; (ii) statements with respect to
First Union's and Wachovia's plans, objectives, expectations and intentions and
other statements that are not historical facts; and (iii) other statements
identified by words such as "believes", "expects", "anticipates", "estimates",
"intends", "plans", "targets", "projects" and similar expressions. These
statements are based upon the current beliefs and expectations of First Union's
and Wachovia's management and are subject to significant risks and
uncertainties. Actual results may differ from those set forth in the
forward-looking statements.
The following factors, among others, could cause actual results to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements: (1) the risk that the businesses of First Union and
Wachovia will not be integrated successfully or such integration may be more
difficult, time-consuming or costly than expected; (2) expected revenue
synergies and cost savings from the merger may not be fully realized or realized
within the expected time frame; (3) revenues following the merger may be lower
than expected; (4) deposit attrition, operating costs, customer loss and
business disruption following the merger, including, without limitation,
difficulties in maintaining relationships with employees, may be greater than
expected; (5) the ability to obtain governmental approvals of the merger on the
proposed terms and schedule; (6) the failure of First Union's and Wachovia's
stockholders to approve the merger; (7) competitive pressures among depository
and other financial institutions may increase significantly and have an effect
on pricing, spending, third-party relationships and revenues; (8) the strength
of the United States economy in general and the strength of the local economies
in which the combined company will conduct operations may be different than
expected resulting in, among other things, a
deterioration in credit quality or a reduced demand for credit, including the
resultant effect on the combined company's loan portfolio and allowance for loan
losses; (9) changes in the U.S. and foreign legal and regulatory framework; and
(10) adverse conditions in the stock market, the public debt market and other
capital markets (including changes in interest rate conditions) and the impact
of such conditions on the combined company's capital markets and asset
management activities. Additional factors that could cause First Union's and
Wachovia's results to differ materially from those described in the
forward-looking statements can be found in First Union's and Wachovia's reports
(such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K) filed with the Securities and Exchange Commission and
available at the SEC's Internet site (http://www.sec.gov). All subsequent
written and oral forward-looking statements concerning the proposed transaction
or other matters attributable to First Union or Wachovia or any person acting on
their behalf are expressly qualified in their entirety by the cautionary
statements above. First Union and Wachovia do not undertake any obligation to
update any forward-looking statement to reflect circumstances or events that
occur after the date the forward-looking statements are made.
The proposed transaction will be submitted to First Union's and Wachovia's
stockholders for their consideration. Stockholders are urged to read the
definitive joint proxy statement/prospectus regarding the proposed transaction
and any other relevant documents filed with the SEC, as well as any amendments
or supplements to those documents, because they contain (or will contain)
important information. You will be able to obtain a free copy of the joint proxy
statement/prospectus, as well as other filings containing information about
First Union and Wachovia, at the SEC's Internet site (http://www.sec.gov).
Copies of the joint proxy statement/prospectus and the SEC filings that have
been or will be incorporated by reference in the joint proxy
statement/prospectus can also be obtained, without charge, by directing a
request to First Union, Investor Relations, One First Union Center, Charlotte,
North Carolina 28288-0206 (704-374-6782), or to Wachovia, Investor Relations,
100 North Main Street, Winston-Salem, North Carolina 27150 (888-492-6397).
THE FOLLOWING FORMS OF ADVERTISEMENTS BY FIRST UNION APPEARED OR WILL APPEAR
FROM TIME TO TIME IN CERTAIN REGIONAL PUBLICATIONS
[PHOTO OF EMPLOYEE]
At First Union, I've been working with customers and helping them find better
ways of managing their money for over 20 years. My team and I have always taken
great personal satisfaction in seeing our customers reach their goals and solve
tough problems.
Lately, our proposed merger with Wachovia has also become a serious topic.
Everyone has basically the same question:
What kind of a company will we be?
After meeting with customers, reading everything I could, listening to
management inside both companies, and talking with my colleagues, here's what I
have concluded:
We will be a company driven by a passion for extraordinary customer service.
We will be the kind of company that consistently invests both financial and
human resources in a broad range of community-based, local programs like
childhood literacy.
We will be a company born of two great institutions. The new Wachovia will be
defined by a profound commitment to building enduring relationships and
providing a comprehensive range of financial choices for clients, families,
local businesses, and corporations.
We will be a company that will take care to make sure that the transition will
be as seamless as possible for our customers.
[LOGO OF FIRST UNION]
I hope that you will share my enthusiasm for the new Wachovia. I have never
sensed a greater commitment on the part of two organizations to creating a new
kind of financial company built around customers. The more I learn about it, the
better, I believe, it promises to be for our customers, our employees, and our
shareholders.
If you should have any questions, please give us a call, toll-free, at 1
888.257.9913. We look forward to talking to you about the company we will be.
/s/ Employee Name
Equal Opportunity
LENDER Member FDIC. (C)2001 First Union Corporation
We urge you to read the proxy statement for the proposed merger and the related
documents filed with the SEC because they contain important information. (You
may obtain those documents for free at the SEC's Internet site
http://www.sec.gov and also by calling us at 704-374-6782.)
[PHOTO OF EMPLOYEE]
Throughout my 8 years at First Union, I have worked with customers of all kinds
on finding better ways of managing their money. My team and I have always taken
great personal satisfaction in seeing our customers reach their goals and solve
tough problems.
With all the news about our proposed merger with Wachovia, many of my customers
have been asking about what it might mean. Everyone seems to have basically the
same question:
What kind of a company will we be?
After meeting with customers, reading everything I could, listening to
management inside both companies, and talking with my colleagues, here's what I
have concluded:
We will be a company born of two great institutions. The new Wachovia will be
defined by financial strength and a reputation for building enriching
relationships.
We will be the kind of company that consistently invests both financial and
human resources in a broad range of community-based local programs like
childhood literacy.
The new Wachovia is taking shape as an exciting new kind of company. One that
will be focused not on size and sheer numbers, but on the very real needs of our
customers.
[LOGO OF FIRST UNION]
If you should have any questions, please give us a call, toll-free, at 1
888.257.9913. We look forward to talking with you about our plans and our
company.
/s/ Employee Name
Equal Opportunity
LENDER Member FDIC. (C)2001 First Union Corporation
We urge you to read the proxy statement for the proposed merger and the related
documents filed with the SEC because they contain important information. (You
may obtain those documents for free at the SEC's Internet site
http://www.sec.gov and also by calling us at 704-374-6782.)
[PHOTO OF EMPLOYEE]
At First Union, I've been working with customers and helping them find better
ways of managing their money for over 17 years. I've had conversations with them
about everything from buying a house and planning for retirement to starting a
business.
Lately, our proposed merger with Wachovia has also become a serious topic.
Everyone has basically the same question:
What kind of a company will we be?
After meeting with customers, reading everything I could, listening to
management inside both companies, and talking with my colleagues, here's what I
have concluded:
We will be a company driven by a passion for extraordinary customer service.
We will be the kind of company that consistently invests both financial and
human resources in a broad range of community-based, local programs like
childhood literacy.
We will be a company born of two great institutions. The new Wachovia will be
defined by a profound commitment to building enduring relationships and
providing a comprehensive range of financial choices for clients, families,
local businesses, and corporations.
We will be a company that will take care to make sure that the transition will
be as seamless as possible for our customers.
[LOGO OF FIRST UNION]
I hope that you will share my enthusiasm for the new Wachovia. I have never
sensed a greater commitment on the part of two organizations to creating a new
kind of financial company built around customers. The more I learn about it, the
better, I believe, it promises to be for our customers, our employees, and our
shareholders.
If you should have any questions, please give us a call, toll-free, at 1
888.257.9913. We look forward to talking to you about the company we will be.
/s/ Employee Name
Equal Opportunity
LENDER Member FDIC. (C)2001 First Union Corporation
We urge you to read the proxy statement for the proposed merger and the related
documents filed with the SEC because they contain important information. (You
may obtain those documents for free at the SEC's Internet site
http://www.sec.gov and also by calling us at 704-374-6782.)
[PHOTO OF EMPLOYEE]
At First Union, I've been working with customers for over 5 years. During this
time we've talked about everything from managing their daily finances to
planning for their futures.
Lately, though, we've also been talking about our proposed merger with Wachovia
and all the news around it. From all walks of life, everyone has basically the
same simple question:
What kind of a company will we be?
After meeting with customers, reading everything I could, listening to
management inside both companies, and talking with my colleagues, here's what I
have concluded:
We will be a company driven by a passion and commitment to customer service.
We will be a new company born of the strengths of two great institutions. The
new Wachovia will be defined by a profound commitment to building enduring
relationships and providing a comprehensive range of financial choices,
solutions, and convenient services.
I hope that you will share our excitement for the new Wachovia. I have never
sensed greater potential on the part of two such great organizations. The
opportunity to create a new kind of company built around the needs of our
customers is unique.
[LOGO OF FIRST UNION]
The more I learn about it, the better, I believe, it promises to be for our
customers, our employees, our shareholders, and our small business and corporate
clients as well.
If you have any questions, please give us a call, toll-free, at 1 888.257.9913.
We look forward to talking with you about what kind of company we will be.
/s/ Employee Name
Equal Opportunity
LENDER Member FDIC. (C)2001 First Union Corporation
We urge you to read the proxy statement for the proposed merger and the related
documents filed with the SEC because they contain important information. (You
may obtain those documents for free at the SEC's Internet site
http://www.sec.gov and also by calling us at 704-374-6782.)
[PHOTO OF EMPLOYEE]
Throughout my 4 years at First Union, I have worked with business partners to
help enrich our community. My team and I have always taken great personal
satisfaction in seeing our customers reach their goals and solve tough problems.
With all the news about our proposed merger with Wachovia, many of my customers
have been asking about what it might mean. Everyone seems to have basically the
same question:
What kind of a company will we be?
After meeting with customers, reading everything I could, listening to
management inside both companies, and talking with my colleagues, here's what I
have concluded:
We will be a company born of two great institutions. The new Wachovia will be
defined by financial strength and a reputation for building enriching
relationships.
We will be the kind of company that consistently invests both financial and
human resources in a broad range of community-based local programs like
childhood literacy.
The new Wachovia is taking shape as an exciting new kind of company. One that
will be focused not on size and sheer numbers, but on the very real needs of our
customers.
[LOGO OF FIRST UNION]
If you should have any questions, please give us a call, toll-free, at 1
888.257.9913. We look forward to talking with you about our plans and our
company.
/s/ Employee Name
Equal Opportunity
LENDER Member FDIC. (C)2001 First Union Corporation
We urge you to read the proxy statement for the proposed merger and the related
documents filed with the SEC because they contain important information. (You
may obtain those documents for free at the SEC's Internet site
http://www.sec.gov and also by calling us at 704-374-6782.)
[PHOTO OF EMPLOYEE]
At First Union, I've been working with customers for over 20 years. We've talked
about everything from college planning and investments to starting a small
business.
Lately, though, we've also been talking about our proposed merger with Wachovia
and all the news around it. From all walks of life, everyone has basically the
same simple question:
What kind of a company will we be?
After meeting with customers, reading everything I could, listening to
management inside both companies, and talking with my colleagues, here's what I
have concluded:
We will be a company driven by a passion and commitment to customer service.
We will be a new company born of the strengths of two great institutions. The
new Wachovia will be defined by a profound commitment to building enduring
relationships and providing a comprehensive range of financial choices,
solutions, and convenient services.
I hope that you will share our excitement for the new Wachovia. I have never
sensed greater potential on the part of two such great organizations. The
opportunity to create a new kind of company built around the needs of our
customers is unique.
[LOGO OF FIRST UNION]
The more I learn about it, the better, I believe, it promises to be for our
customers, our employees, our shareholders, and our small business and corporate
clients as well.
If you have any questions, please give us a call, toll-free, at 1 888.257.9913.
We look forward to talking with you about what kind of company we will be.
/s/ Employee Name
Equal Opportunity
LENDER Member FDIC (C)2001 First Union Corporation
Investments in stocks, bonds, mutual funds and other
securities:
ARE NOT FDIC-INSURED o ARE NOT BANK-GUARANTEED o MAY LOSE VALUE
FIRST UNION SECURITIES, INC., member NYSE and SIPC, is a registered
broker-dealer and a separate, non-bank affiliate of First Union Corporation.
We urge you to read the proxy statement for the proposed merger and the related
documents filed with the SEC because they contain important information. (You
may obtain those documents for free at the SEC's Internet site
http://www.sec.gov and also by calling us at 704-374-6782.)
THE FOLLOWING NEWSLETTER WAS DISTRIBUTED TO FIRST UNION EMPLOYEES
JULY 2001 Produced by the Corporate Relations Division for the employees of
First Union Corporation
[PHOTO OF KEN THOMPSON AND BUD BAKER]
First Union Chairman and CEO Ken Thompson (left) and Wachovia Chairman and CEO
Bud Baker have met with employees of both companies as well as groups of
shareholders since announcing the proposed merger of equals on April 16.
Two Frequent Questions
Why will the combined company be called Wachovia?
Employees are proud of both company names and the heritage they represent.
In making the Wachovia/First Union combination work, CEOs Ken Thompson and Bud
Baker agreed that a certain balance should be reached in putting together a new
organization.
Wachovia is a distinctive name that stands out from other financial services
companies. It is known for excellent customer service and has an outstanding
reputation among corporate customers. In areas where the Wachovia name is less
well known, the new company will work hard to build the brand through
advertising and marketing.
What does Wachovia mean, anyway?
Wachovia is the Latin form of the German name Wachau. In 1753, Moravian
settlers gave the name to a tract of land they acquired in North Carolina.The
settlers chose the name because the land resembled a valley along the Danube
River known as Der Wachau.
In 1879, a bank opened in the town of Winston under the name Wachovia
National Bank. Fourteen years later, Wachovia Loan and Trust opened nearby. The
two merged in 1911 to form Wachovia Bank and Trust, which evolved into Wachovia
Corp.
What's Inside
Service Tradition............... 2
Profiles of Top
Leaders......................... 2-3
What They're Saying............. 4
Important Legal
Information..................... 4
Hallmarks of the New Wachovia
The proposed merger between First Union and Wachovia will create a company that
we believe is better than either would be on its own.
We believe the new Wachovia -- the result of a proposed merger of equals
between First Union and Wachovia -- will be a financial service powerhouse
operating from a position of strength in the interest of customers, communities,
shareholders and employees. We believe the company will have the size, skill,
knowledge, capital and relationships to be a leader in the financial service
industry.
Separately, the two companies pushed the era of interstate and national
banking forward. Competing side by side, both learned and grew. Together, we
think the two companies will have unprecedented synergies.
We believe the new Wachovia will be the leading East Coast distribution
franchise, with a market share rank of 1, 2 or 3 in almost every metropolitan
area from the suburbs of New York City to Key West, Fla.
Here are four hallmarks of the new Wachovia:
1. Customers Are the Top Priority
The combined company plans to blend Wachovia's renowned service model with
First Union's strong sales and distribution platform to bring the best to
customers. Retail customers will be able to bank when, where and how they
choose:
. Face to face in financial centers.
. Online through the Internet.
. By telephone with 24-hours-a-day, seven-days-a-week sales and service
expertise.
. Through more than 5,100 ATMs.
Business clients will benefit from a relationship approach in which
knowledge of client needs will prove invaluable in every stage of their
development.
2. A Strong Business Mix Means Great Growth Potential
The combined company will strive to offer the
financial products or services a retail customer or
business client wants:
. Competitive traditional banking products.
. Investment offerings such as mutual funds, brokerage services and
annuities.
. Insurance.
. International corporate and correspondent banking.
. Access to the capital markets.
The most powerful way to help ensure long-term benefits to customers,
communities, shareholders and employees is to build the most financially sound
organization possible. By combining this comprehensive mix of products with
multiple channels and outstanding service delivery, the new Wachovia expects to
be able to grow revenue, earnings and dividends for shareholders at a faster
rate than either company would on its own. This should result in capital to be
invested in core businesses and technology, our employees and our communities.
3. Community Commitments
The new Wachovia will mesh two community stalwarts. Last year, the two
companies contributed more than $70 million in total donations of goods and
services -- not including countless employee volunteer hours to education and
other worthy causes. The new Wachovia will continue this proud tradition of
community support.
Recently First Union and Wachovia announced a joint five-year community
commitment for the new Wachovia to provide an additional $20 billion in small
business lending, $9 billion in affordable mortgages and $6 billion in community
development lending and investments. Also new: $1 million for counseling
programs through the community partnership mortgage program and $1 million for
down-payment assistance for low-income homebuyers.
4. Financial Discipline Is Key
To support these external focuses, the combined company is committed to
internal measurement and accountability at every level, including:
. A culture of tight expense control and positive earnings leverage.
. A focus on high-quality growth that is driven by financial performance.
. A rigorous capital allocation strategy. This involves requiring a minimum
rate of return on internal investments and being willing to exit businesses
that have a low return.
. Becoming the industry model for premier risk management.
In summary . . .
The combined company's intense focus will remain on customer service,
revenue growth, cost control and value creation.
In short, we believe the new Wachovia will be an extraordinary concept in
financial service, built on values familiar to anyone who knows either company.
And ultimately, the merger of equals will create, in our view, a company that is
better than either company could have been on its own.
What We Are Planning to Create
The best talent . . .
The best products and services . . .
The best practices . . .
The best technology . . .
All in a platform that focuses on customers and that we believe will lead to
revenue and earnings growth
[CHART OF EAST COAST]
The New Wachovia*
National
Measure Size Ranking
Assets $329 billion 4th largest
Market Capitalization $45 billion 5th largest
Branches 2,900 3rd largest
ATMs 5,100 5th largest
Customers 19 million
Deposits $186 billion 2nd largest
Assets Under Management $216 billion 5th largest
Mutual Fund Assets $98 billion 4th largest
Registered representatives 8,300 2nd largest**
Online Accounts 3 million 2nd largest
* pro forma as of July 2001
** among bank-owned broker/dealers
Full-Service
Banking Offices
First Union
Wachovia
Plus...
|X|Brokerage offices in 47 states
|X|Nationwide Capital Markets
and Home Equity businesses
FIRST UNION BRAND
"Smart, straightforward financial solutions in our customers' best interest."
Top-Level Service Is a Cherished Wachovia Tradition
First Union's customer focus meshes well with Wachovia's valued tradition of
service excellence.
Wachovia opened its doors in 1879 to serve farmers, businessmen and craftsmen in
the neighboring towns of Winston and Salem. Although Wachovia's client base has
grown and changed over the years, its emphasis on traditional values of service
and integrity have remained strong.
"One may have all efficiency and integrity and yet not measure up to the
[service] standard this company has set for its force," reads an article
entitled "The Wachovia Spirit" published in The Wachovia newspaper of July 1929.
"One may be crystal clear in his conduct but ice cold in his attitude, and such
a one lacks an essential of the Wachovia Spirit."
Relationships Are Key
Wachovia focuses on building long-term customer relationships. In 1973,
Wachovia piloted the Personal Banker concept, an innovative customer-centered
approach to banking that assigned a Personal Banker to each of its hundreds of
thousands of individual customers.The concept has evolved over the years but the
personalized approach continues today.
When Wachovia re-engineered its brand in 1997, The Wachovia Promise emerged,
which states, "We have our customer's best interest at heart."To help employees
deliver this promise to customers, Wachovia developed "Seven Steps to
Exceptional Service" (see article below).
"The Seven Steps are very behavioral-based actions that put the onus on the
individual employee," said Kelly Pryzwansky, manager of Retail Service Quality
for Wachovia.
[PHOTO OF BETH MCCAGUE]
McCague
"We have a lot to learn from Wachovia, because the service reputation is so
strong within the customer base. Wachovia has a long history and a very good
reputation for high service levels and personalized service. As I see it, our
goal for the new Wachovia remains the same: to make customer service so
excellent that it is a competitive advantage and for the new Wachovia to become
the benchmark for customer service in the financial services industry."
-- Beth McCague, head of First Union Corporate Customer Service Excellence
Mystery Shopping
The Wachovia Promise is further reinforced by the Mystery Customer Program,
a service measurement process for Wachovia's retail branch network. This program
recruits Wachovia customers to "shop" lobby tellers, drive-up-window tellers,
personal bankers and sales and service managers. The mystery customers evaluate
employee behaviors that are integral to the customer service experience and
consultative sales process. Managers receive monthly reports on individual and
branch performance to recognize employees who receive excellent evaluations and
coach other employees in specific sales and service behaviors.
T.O.P.
Wachovia rewards outstanding employee behaviors through a companywide
incentive program that incorporates both sales and service. The T.O.P. (Truly
Outstanding Performance) Dollar Reward program enables employees to accumulate
"T.O.P. Dollars" -- certificates that can be exchanged for merchandise, gift
certificates or travel vouchers. Employees earn T.O.P. Dollars for both
individual and team actions that result in positive Mystery Customer evaluations
or increased sales during special promotions.
"Customer service is ingrained in our culture," said Pryzwansky. "Everything
we do focuses on relationship management and doing what is right for the
customer. We are really attacking the same type of challenges as First Union,
and implementing the Seven Steps every day with every customer gives us an
opportunity to stand out in the marketplace."
-- Carrie Ruddy
Wachovia's Seven Steps to Exceptional Service:
1. "I enthusiastically greet each customer.
2. "I focus my full attention on each customer.
3. "I take ownership of each customer's needs and involve
the customer in mutually beneficial solutions.
4. "I am professional and knowledgeable.
5. "I am responsive within each customer's time frame.
6. "I create value by exceeding each customer's expectations.
7. "I sincerely thank each customer."
TOP LEADERS
Meet the Leaders of the new WACHOVIA
[PHOTO OF BUD BAKER]
L. M. (Bud) Baker Jr.
Joined Wachovia in: 1969
Role in the new Wachovia:
Chairman of the Board
Top reason for unfettered enthusiasm about the merger: "I believe our merger of
equals provides each company the chance to be better than they have been before.
This is a once-in-a-lifetime opportunity to create an amazing new organization
designed for the future."
My personal hero and what that person taught me: "My grandfather. He worked for
45 years for the Baltimore and Ohio Railroad and said, `When you work at a big
company, remember to help out whenever you can, greet every person each day with
a smile and never say anything about someone you wouldn't say if they were in
the room.'"
The biggest goal I've set and achieved so far: "To have a happy and fruitful
marriage with children I love."
My business day isn't complete without: "Trying to put in some order the most
important things that lie ahead."
[PHOTO OF KEN THOMPSON]
Ken Thompson
Joined First Union in: 1976
Role in the new Wachovia:
Chief Executive Officer
Top reason for unfettered enthusiasm about the merger: "Combining our two
companies is going to be fantastic for shareholder value and great for
employees."
My personal hero and what that person taught me: "Winston Churchill. He said
that you can accomplish great things and beat the odds if you have perseverance
and stand by your convictions."
The biggest goal I've set and achieved so far: "Helping to build First Union and
then becoming CEO of the company I love."
My business day isn't complete without: "Talking to my wife and children."
People who know me well would describe me as: "Approachable, committed and goal
oriented. I also consider myself a good listener."
[PHOTO OF BOB KELLY]
Bob Kelly
Joined First Union in: 2000
Role in the new Wachovia:
Chief Financial Officer
Top reason for unfettered enthusiasm about the merger: "I'm a shareholder, and
I'll be happy!"
My personal hero and what that person taught me: "Winston Churchill, because he
advised believing in your people and having unwavering confidence in your
cause."
The biggest goal I've set and achieved so far: "Getting `settled in' at First
Union and meeting as many people as possible."
My business day isn't complete without: "Pretzels, Diet Coke and checking our
stock price."
People who know me well would describe me as: "Customer-friendly,
shareholder-focused -- and enjoying Charlotte."
[PHOTO OF DONALD TRUSLOW]
Donald Truslow
Joined Wachovia in: 1980
Role in the new Wachovia:
Chief Risk Management Officer
Top reason for unfettered enthusiasm about the merger: "Having the chance to
help build and be a part of the best financial institution in the country."
My personal hero and what that person taught me: "My father, who instilled in me
the core values of respect for others, patience, high work ethic, honesty and a
perspective on what's important and what's not."
The biggest goal I've set and achieved so far is: "Convincing my wife to marry
me -- followed by balancing family and career (most of the time)."
My business day isn't complete without: "Learning something new."
People who know me well would describe me as: "Thoughtful, fair, balanced,
willing to listen, approachable -- and a lousy golfer."
[PHOTO OF BEN JENKINS]
Ben Jenkins
Joined First Union in: 1971
Role in the new Wachovia:
Head of the General Bank
Top reason for unfettered enthusiasm about the merger: "It positions us to have
among the best financials in our industry, which allows us to invest in our
business and continue to grow."
My personal hero and what that person taught me: "My dad, who taught me to do
your very best, there's no substitute for hard work and be nice to everybody."
The biggest goal I've set and achieved so far is: "Professionally, I have the
job I've always wanted; personally, I'm pleased that my wife and I had something
to do with getting our three great children into college, out of college, out of
the house, successfully employed and happy."
My business day isn't complete without: "A great run in the morning."
People who know me well would describe me as: "Focused, intense and fun."
[PHOTO OF STAN KELLY]
Stanhope A. (Stan) Kelly
Joined Wachovia in: 1980
Role in the new Wachovia:
Head of Wealth Management
Top reason for unfettered enthusiasm about the merger: "The new Wachovia is a
dream come true -- the regional leader on the Eastern Seaboard in the highest
growth business in the financial service industry."
My personal hero and what that person taught me: "Sherwood Parker, my late
father-in-law. He taught me the importance of placing other people before one's
self."
The biggest goal I've set and achieved so far: "Leading a balanced and rewarding
life as a husband, father and professional while helping others achieve their
dreams."
My business day isn't complete without: "Cleaning off my desk, so I can have a
fresh start in the morning!"
People who know me well would describe me as:
"Aspirational, enthusiastic, practical and fun -- I hope."
[PHOTO OF MARK TREANOR]
Mark Treanor
Joined First Union in: 1999
Role in the new Wachovia:
Chief Legal Counsel
Top reason for unfettered enthusiasm about the merger: "This merger will make us
a powerhouse for the future in the financial service industry -- both in this
country and beyond."
My personal hero and what that person taught me: "John McCloy -- a lawyer,
banker and government official who believed in the rewards of leading a team to
solve a problem without regard to who gets credit."
My business day isn't complete without: "At least one frantic call from
Corporate Communications."
People who know me well would describe me as: "Obnoxious, opinionated, and
generally mean."
[PHOTO OF DAVID CARROLL]
David Carroll
Joined First Union in: 1981
Role in the new Wachovia:
Co-head of Merger Integration; head of Specialty Finance and Corporate Support
Top reason for unfettered enthusiasm about the merger: "I honestly believe we
have an opportunity to build the highest quality company in the United States."
My personal hero and what that person taught me: "My two sons. They have a
contagious impatience with the status quo and an incredible zest for life. I
learn from them every day."
My business day isn't complete without: "My able assistant keeping my feet on
the ground and reminding me what's really important and who actually has the
tough job here."
People who know me well would describe me as: "Someone who would skip this
question."
[PHOTO OF BOB MCCOY JR.]
Robert S. (Bob) McCoy Jr.
Joined Wachovia in: 1984, when I joined South Carolina
National, which merged with Wachovia in 1991
Role in the new Wachovia:
Co-head of Merger Integration
Top reason for unfettered enthusiasm about the merger: "The chance to build the
world's best financial service company."
My personal hero and what that person taught me: "I have none except for my
father, who taught me to be fair and work for everything you get."
My business day isn't complete without: "Making sure that I have completed
everything that I can and returned all phone calls."
[PHOTO OF PAUL GEORGE]
Paul G. George
Joined Wachovia in: 1999
Role in the new Wachovia:
Director of Human Resources
Top reason for unfettered enthusiasm about the merger: "The quality of the
combined talent at the new Wachovia."
My personal hero and what that person taught me: "My mom and dad, who taught me
the only real and lasting virtue is the respect of your colleagues, customers
and community."
The biggest goal I've set and achieved so far is: "Having careers in multiple
industries."
My business day isn't complete without: "An issue that makes me laugh and
realize that work is just a small part of life."
People who know me well would describe me as: "Intense, focused, honest and
fair."
[PHOTO OF JEAN DAVIS]
Jean E. Davis
Joined Wachovia in: 1985
Role in the new Wachovia:
Head of Operations, Technology and E-Commerce
Top reason for unfettered enthusiasm about the merger: "The incredible
opportunity it offers for all of us."
My personal hero and what that person taught me: "My first job out of college
was at a trucking company, where I was a supervisor on a loading dock. Jim
Cogle, another supervisor there, showed me that there could be great
satisfaction in doing even mundane tasks really well."
My business day isn't complete without: "Coffee and a
doughnut."
People who know me well would describe me as: "Busy."
[DON MCMULLEN]
Don McMullen
Joined First Union in: 1995
Role in the new Wachovia:
Head of Capital Management
Top reason for unfettered enthusiasm about the merger: "The tremendous
opportunity to join forces with a financial service company that prides itself
on service quality with superior products and services in brokerage, mutual
funds and wealth management."
My personal hero and what that person taught me: "My parents, who taught me to
treat others the way you want to be treated."
The biggest goal I've set and achieved so far: "Helping build First Union's
Capital Management Group into a top national, multi-channel brokerage, asset
management, high net worth and institutional organization."
My business day isn't complete without: "Interacting with teammates to
strategize on how to grow the business, and talking to customers to help ensure
satisfaction."
[PHOTO OF BARNES HAUPTFUHRER]
Barnes Hauptfuhrer
Joined First Union in: 1988
Role in the new Wachovia:
Co-Head of Capital Markets
Top reason for unfettered enthusiasm about the merger: "It will make us stronger
financially, add to our regional deposit and asset-gathering market shares
-- and reduce costs." My personal hero: "Kobe Bryant, because I never had his
jumping ability or moves."
The biggest goal I've set and achieved so far: "Starting and managing First
Union Capital Partners from 1988 to 1998 -- and achieving our investment
hurdle rates in every year."
My business day isn't complete without: "Twenty-five unexpected `crises' to
resolve per day."
People who know me well would describe me as: "Tall."
[PHOTO OF STEVE CUMMINGS]
Steve Cummings
Joined First Union in: 1998, when First Union acquired
Bowles Hollowell Conner
Role in the new Wachovia:
Co-Head of Capital Markets
Top reason for unfettered enthusiasm about the merger: "Strengthening our
company from a financial point of view is first. A close second is the clear
message that we are playing to win, we know we are on the right track and we are
confident in our abilities."
My personal hero and what that person taught me: "My wife. With six kids (seven,
including me), she amazes me in keeping everyone on track every day."
The biggest goal I've set and achieved so far: "Seeing the progress First Union
has made in tearing down walls to create a tighter and more focused Capital
Markets team."
My business day isn't complete without:"Hearing about a `win' that resulted from
a team effort."
[PHOTO OF MAC EVERETT]
Mac Everett
Joined First Union in: 1978
Role in the new Wachovia:
Head of Corporate and Community Affairs
Top reason for unfettered enthusiasm about the merger: "The opportunity to show
the connection between financial success and the heart and soul of the people
who will make the new Wachovia a company built to last."
My personal hero and what that person taught me: "My wife, Andy, who continues
to teach me how to keep things in perspective. In addition, an early mentor
advised me always to have three older friends who are willing to share their
experiences."
The biggest goal I've set and achieved so far: "Knowing the difference between
those things that are really important and those that are simply urgent."
My business day isn't complete without: "Doing something to help a customer,
support an associate or friend, and make Charlotte a better place to live."
DataBank
Facts for Your Info File
[GRAPH]
Brokerage and Wealth Management 30-35%
Retail Bank 35-40%
Corporate/Investment Bank and Other 25-30%
Net Income Composition:
First Union and Wachovia estimate that, based on
current trends, net income for the combined company in
the next 3-5 years will be nearly equally divided in
three key areas.
WordForWord
Quotables from Notables
"The fit between First Union and Wachovia is great. Our business models are
compatible, and our strategic visions are well-aligned. Now is the time to put
customers first because we cannot risk losing focus. In the glare of publicity,
customers and others will be watching each of us for clues to how we'll conduct
ourselves in the combined company. Let's not disappoint them."
-- Ken Thompson, First Union Chairman and CEO
[LOGO OF WACHOVIA]
[LOGO OF FIRST UNION]
StockWatch
Three-Month First Union Stock Price Moves
3/30/01 4/12/01 4/30/01 5/15/01 5/31/01 6/15/01 6/29/01
$33.00 $31.92 $29.97 $30.62 $32.25 $32.48 $34.94
TalkBack
Your Opinion Counts
First Union's newspaper is a source of information for and about employees. To
help ensure it is providing you with the information you value most, please
respond to the survey below and return it to Corporate Relations, Network
survey, mailcode NC-0570.
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Please add your comments:
Business unit: _______________________________________ State:__________
JULY 2001 #2439
What They're Saying . . .
Response to the proposed First Union/Wachovia merger from analysts and the
media has been varied.
When First Union and Wachovia announced plans to merge on April 16, it was
big news. Since then, hundreds of news articles and reports from stock analysts
have hashed and rehashed the finer points of the merger plan and the effects it
will have on customers, shareholders, employees and communities.
Such reports have occasionally been tough, but most have been fair overall.
Opinions about the merger have shifted as details have emerged about the
agreement and the new Wachovia's vision for the future.
The Media
In the first few weeks after the April announcement was made, the press
focused on (among other things):
. The specifics of the agreement between First Union and Wachovia.
. How and when the two companies first began talking about a merger of
equals.
. What the name "Wachovia" means.
. Where Bud Baker and Ken Thompson held preliminary merger discussions.
. What effect the merger would have on various cities in the combined
company's East Coast marketplace.
. What customers could expect after the merger was finalized.
. What competitors had to say about a new Wachovia.
. What a merger of equals between First Union and Wachovia would mean for the
financial service industry as a whole.
Newspapers described the deal variously as "brassy," "controversial" and
"forward-thinking." Most made an attempt to quote financial analysts who were
positive on the merger and those who were not.
Press coverage soon began shifting toward issues of integration for First
Union and Wachovia. News about regional leaders for the new Wachovia's market
areas was widely reported, and some articles detailed system and branch
integration plans. First Union Chairman and CEO Ken Thompson and Wachovia
Chairman and CEO Bud Baker were interviewed for articles addressing the
rationale of the merger as well as their opinions on the outlook for the new
company.
Then -- one month into the merger progress -- SunTrust announced its
takeover bid for Wachovia. Media reports immediately shifted from
integration-focused to "the battle for Wachovia." Marital metaphors blossomed,
with Wachovia cast as the bride and SunTrust as the spurned suitor.
After the Wachovia board of directors rejected the SunTrust proposal -- and
as more detailed information was disseminated --the tone of media coverage
changed again. SunTrust's offer soon was depicted as "unsolicited" and
"hostile." Some North Carolina newspapers such as the Charlotte Observer and the
Winston-Salem Journal editorialized in favor of the First Union/Wachovia
merger. In addition, the news media noted the shrinking premium of the SunTrust
offer over the First Union proposal. On June 7, in fact, the New York Times
noted, "The battle for the Wachovia Corporation seems to have tilted toward the
First Union Corporation as the value of a hostile offer by SunTrust Banks has
continued to decline." The article also noted the poor track record of hostile
takeovers in the banking industry.
The Analysts
Many financial analysts who follow First Union stock initially expressed
surprise at the announcement of the First Union/Wachovia merger. Thompson
acknowledged at the time that some analysts were positive on the merits of a
Wachovia/First Union combination but negative on the timing of the combination--
noting that analysts might well have preferred a year's additional time before
First Union entered into a merger. One analyst noted that, "From a financial
standpoint, it's hard to argue with the economics from First Union's point of
view. A no-premium acquisition of an in-market competitor suggests that
significant cost savings should drop right to the bottom line."
Though some stock analysts wrote that the terms of the deal were good-- as
were the long-term prospects for the combined company-- some expressed concern
about the short-term risks associated with integration and the timing of the
deal.
Once Thompson and Baker began to visit with analysts and further explain
the merits of the deal, a new picture began to emerge. One analyst wrote, "We
are having increasing difficulty in understanding why investors do not see the
clear benefits of merging these two companies. This merger will accelerate the
recovery of First Union and lead to superior stock performance over the next 12
months."
After the SunTrust bid was announced in mid-May, analysts shifted their
attention to the financial details. As SunTrust's premium decreased, however,
one analyst who had been critical of bank mergers wrote in a research report to
investors: "A First Union/Wachovia combination would have a more attractive
geographic footprint and larger exposures to faster growing parts of the
financial services business such as capital markets and asset management."
-- Don Vecchiarello
Keep Up with Merger News
First Union employees can keep up to date with the latest developments on the
merger of equals with Wachovia through a variety of channels.
One commitment arising immediately from the proposed merger of equals between
Wachovia and First Union was to keep employees informed of developments as soon
as they occur. At First Union, employees can track the news in at least four
ways:
. Regular announcements posted on green.com, the corporate Intranet.
. Merger Updates on the Web, a site that includes not only merger-related
news and announcements but also answers to employees' most frequently asked
questions. You also can ask a question.
. Merger Update, a weekly broadcast on FirstNet that airs each Friday at 8:30
a.m. The show typically is 15 minutes or fewer.
. Merger.Update.2001, a FUNMail bulletin board that contains all relevant
news, memos, announcements and other merger-related documents.
July 2001
Network is the newspaper for employees of First Union Corporation.
Bill Anderson, editor
Brandon Lacy, designer
Important Legal Information: Stockholders are urged to read the definitive joint
proxy statement/prospectus regarding the proposed transaction with Wachovia and
any other relevant documents filed with the SEC because they contain important
information.You may obtain a free copy of the joint proxy statement/prospectus,
as well as other filings containing information about First Union and Wachovia,
at the SEC's internet site (http://www.sec.gov). Copies of these documents can
also be obtained, without charge, by directing a request to First Union
Corporation, Investor Relations, One First Union Center, 301 South College
Street, Charlotte, NC 28288-0206, 704-374-6782, or to Wachovia Corporation,
Investor Relations, 100 North Main Street, Winston-Salem, NC 27150,
888-492-6397. The information presented herein may contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Factors that could cause actual results to differ materially from those
described in the forward-looking statements can be found in the joint proxy
statement/prospectus and in First Union's and Wachovia's public reports filed
with the SEC.
THE FOLLOWING MEMORANDUM TO FIRST UNION EMPLOYEES WAS POSTED ON FIRST UNION'S
INTERNAL WEBSITE
Interoffice
Memorandum
[LOGO OF FIRST UNION]
Date: From:
July 26, 2001 Ken Thompson
Chairman and CEO
To: Re:
All Employees Wachovia Merger
The busy summer agenda we set for ourselves has resulted in three pieces of good
news so far:
. We received endorsements from Institutional Shareholder Services and
Proxy Monitor, two independent advisory groups that make recommendations
to their clients on how to vote their shares. After thorough study, both
organizations concluded that shareholders would be best served by voting
for the First Union/Wachovia merger. Such recommendations are key
because many institutions look to third-party sources for guidance in
voting their shares.
. We scored a clear victory in a lawsuit involving SunTrust. On July 20,
the North Carolina Business Court upheld key provisions of our
negotiated agreement and validated the Wachovia board's decision-making
process to merge with First Union.
. We announced strong second quarter earnings on July 12, leading many
financial analysts to acknowledge our progress since our 2000 strategic
restructuring.
I am enormously gratified by these developments, and every one of you shares in
the credit. Your focus on serving customers, controlling expenses and building
revenue is what drove us to this point. That focus will continue to serve us
well in the new Wachovia. After all, what we are planning to create is a
financial services powerhouse that we believe will offer tremendous
opportunities for employees and operate from a position of strength. Thank you
for your hard work and enthusiasm. In the days ahead, let's keep two thoughts in
mind:
. We are sprinting toward the July 31 First Union shareholder vote and the
August 3 Wachovia shareholder vote. Please encourage your colleagues to
make their voices heard. Reaching everyone is important because failing
to vote is the same as voting "no."
. While we continue planning for the smooth integration of First Union and
Wachovia, let's keep our focus on serving customers.
I look forward to celebrating together a brand new company.
Note: The following notice is included to meet certain legal requirements:
Stockholders are urged to read the definitive joint proxy statement/prospectus
regarding the proposed transaction and any other relevant documents filed with
the SEC because they contain important information. You may obtain a free copy
of the joint proxy statement/prospectus, as well as other filings containing
information about First Union and Wachovia, at the SEC's internet site
(http://www.sec.gov). Copies of these documents can also be obtained, without
charge, by directing a request to First Union Corporation, Investor Relations,
One First Union Center, 301 South College Street, Charlotte, NC 28288-0206,
704-374-6782, or to Wachovia Corporation, Investor Relations, 100 North Main
Street, Winston-Salem, NC 27150, 888-492-6397.
THE FOLLOWING NEWS RELEASE WAS ISSUED BY FIRST UNION AND WACHOVIA
[LOGO OF FIRST UNION] [LOGO OF WACHOVIA]
Thursday Media Contacts:
July 26, 2001 First Union: Laurie Hedrick 704-374-3465
Wachovia: Jay Reed 336-732-5855
Vince Scanlon 336-732-6387
Investor Contacts:
First Union: Alice Lehman 704-374-4139
Wachovia: Robert S. McCoy Jr. 336-732-5926
Marsha L. Smunt 336-732-5788
FIRST UNION AND WACHOVIA TO DIVEST 38 BRANCHES FOR REGULATORY APPROVAL OF
-------------------------------------------------------------------------
MERGER
------
CHARLOTTE, N.C. and WINSTON-SALEM, N.C. - First Union Corporation (NYSE:FTU) and
Wachovia Corporation (NYSE:WB) announced today that in connection with the
proposed merger of equals, the new combined company would divest a total of 38
branches, totaling $1.503 billion in deposits, as part of the merger approval
process to meet the U.S. Department of Justice's antitrust guidelines.
"We are committed to finding buyers that best suit the needs of our customers,
employees and communities," said Ben Jenkins, First Union vice chairman and head
of General Banking for the new company. "It is our intent that the employees of
the affected branches will continue to be employed with the purchasing
institutions and that customers will experience little or no disruption as a
result of this transition."
All sales will include deposits, loans and related premises and equipment, and
are contingent upon completion of the Wachovia and First Union merger. The
companies are seeking proposals from qualified financial services institutions
to purchase the branches. Once buyers are identified and enter into agreements
with Wachovia and First Union, customers will begin to receive information about
the transition process. Customers do not need to do anything at this time.
--MORE--
First Union and Wachovia to Divest - page 2
-------------------------------------------
Branches being divested are as follows:
First Union
Market Branch Name Address
Savannah, Ga. Wilmington Island 319 Johnny Mercer
Drive
Johnson Square 2 E. Bryan Street
Victory Drive 2225 East Victory
Drive
Arden, N.C. Arden 2397 Hendersonville
Road
Asheville, N.C. Smoky Park Highway 159 Smoky Park Highway
West Asheville 700 Haywood Road
East Asheville 771 Tunnel Road
Biltmore One Angle Street
North Asheville 711 Merrimon Avenue
Black Mountain, N.C. Black Mountain Main 200 Highway 9
Canton, N.C. Canton 101 Main Street
Elizabeth City, N.C. West Ehringhaus 1404 W. Ehringhaus
Street
Hendersonville, N.C. Eastgate 1452 7th Avenue East
Hendersonville Main 222 S. Main Street
North Hills 1321 Asheville Highway
Morganton, N.C. Morganton Main 300 North Green Street
South Sterling 612 S. Sterling Street
North Wilkesboro, N.C. North Wilkesboro Main 924 B. Main Street
Salisbury, N.C. West Innes 215 West Innes Street
Sylva, N.C. Sylva Main 624 W. Main Street
Walkertown, N.C. Walkertown Main 2780 Old Hollow Road
--MORE--
First Union and Wachovia to Divest - page 3
-------------------------------------------
Walnut Cove, N.C. Walnut Cove Main 234 S. Main St.
Weaverville, N.C. Weaverville 160 Weaver Blvd.
Winston-Salem, N.C. First Stratford 101 S. Stratford Road
Ogburn Station 4306 N. Liberty
Street
Silas Creek Crossing 3288 Silas Creek
Parkway
Reynolda Manor 2801 Reynolda Road
York, S.C. York Main 12 N. Congress Street
Wachovia
Market Branch Name Address
Waynesville, N.C. Waynesville Main 135 N. Main Street
Bedford, Va. Bedford 115 W. Main Street
Chilhowie, Va. Chilhowie 119 Lee Highway
Hardy, Va. Smith Mountain Lake 13264 Booker T.
Washington Highway
Roanoke, Va. Towers Mall 670 Brandon Ave
Franklin Plaza 111 Franklin Road
Crossroads Mall 1315 Hershberger Road
North
Cave Springs 4110 Brambleton Ave SW
460 East 3565 Orange Ave NE
Salem, Va. West Salem 1395 W. Main Street
First Union and Wachovia to Divest - page 4
-------------------------------------------
First Union (NYSE:FTU), with $246 billion in assets and stockholders' equity of
$16 billion at June 30, 2001, is a leading provider of financial services to 15
million retail and corporate customers throughout the East Coast and the nation.
The company operates full-service banking offices in 11 East Coast states and
Washington, D.C., and full-service brokerage offices in 47 states and
internationally. Online banking products and services can be accessed through
www.firstunion.com.
Wachovia (NYSE:WB) is a major interstate financial holding company offering
banking and financial services to individuals primarily in Florida, Georgia,
North Carolina, South Carolina and Virginia and to corporations and institutions
throughout the United States and globally. Wachovia Corporation is headquartered
in Atlanta and Winston-Salem, N.C., and had assets of $74.8 billion at June 30,
2001. Wachovia's Web site is located at www.wachovia.com.
This news release may contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, including, without
limitation, (i) statements about the benefits of the merger between First Union
Corporation and Wachovia Corporation, including future financial and operating
results, cost savings, enhanced revenues, and accretion to reported earnings
that may be realized from the merger; (ii) statements with respect to First
Union's and Wachovia's plans, objectives, expectations and intentions and other
statements that are not historical facts; and (iii) other statements identified
by words such as "believes", "expects", "anticipates", "estimates", "intends",
"plans", "targets", "projects" and similar expressions. These statements are
based upon the current beliefs and expectations of First Union's and Wachovia's
management and are subject to significant risks and uncertainties. Actual
results may differ from those set forth in the forward-looking statements.
The following factors, among others, could cause actual results to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements: (1) the risk that the businesses of First Union and
Wachovia will not be integrated successfully or such integration may be more
difficult, time-consuming or costly than expected; (2) expected revenue
synergies and cost savings from the merger may not be fully realized or realized
within the expected time frame; (3) revenues following the merger may be lower
than expected; (4) deposit attrition, operating costs, customer loss and
business disruption following the merger, including, without limitation,
difficulties in maintaining relationships with employees, may be greater than
expected; (5) the ability to obtain governmental approvals of the merger on the
proposed terms and schedule; (6) the failure of First Union's and Wachovia's
stockholders to approve the merger; (7) competitive pressures among depository
and other financial institutions may increase
--MORE--
First Union and Wachovia to Divest - page 5
significantly and have an effect on pricing, spending, third-party relationships
and revenues; (8) the strength of the United States economy in general and the
strength of the local economies in which the combined company will conduct
operations may be different than expected resulting in, among other things, a
deterioration in credit quality or a reduced demand for credit, including the
resultant effect on the combined company's loan portfolio and allowance for loan
losses; (9) changes in the U.S. and foreign legal and regulatory framework; and
(10) adverse conditions in the stock market, the public debt market and other
capital markets (including changes in interest rate conditions) and the impact
of such conditions on the combined company's capital markets and asset
management activities. Additional factors that could cause First Union's and
Wachovia's results to differ materially from those described in the forward-
looking statements can be found in First Union's and Wachovia's reports (such as
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K) filed with the Securities and Exchange Commission and available at
the SEC's Internet site (http://www.sec.gov). All subsequent written and oral
forward-looking statements concerning the proposed transaction or other matters
attributable to First Union or Wachovia or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statements above. First
Union and Wachovia do not undertake any obligation to update any forward-looking
statement to reflect circumstances or events that occur after the date the
forward-looking statements are made.
Additional Information
The proposed transaction will be submitted to First Union's and Wachovia's
stockholders for their consideration. Stockholders are urged to read the
definitive joint proxy statement/prospectus regarding the proposed transaction
and any other relevant documents filed with the SEC, as well as any amendments
or supplements to those documents, because they contain (or will contain)
important information. You will be able to obtain a free copy of the joint proxy
statement/prospectus, as well as other filings containing information about
First Union and Wachovia, at the SEC's Internet site (http://www.sec.gov).
Copies of the joint proxy statement/prospectus and the SEC filings that have
been or will be incorporated by reference in the joint proxy
statement/prospectus can also be obtained, without charge, by directing a
request to First Union, Investor Relations, One First Union Center, Charlotte,
North Carolina 28288-0206 (704-374-6782), or to Wachovia, Investor Relations,
100 North Main Street, Winston-Salem, North Carolina 27150 (888-492-6397).
--END--