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 23, 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 ADVERTISEMENT BY FIRST UNION APPEARED IN CERTAIN REGIONAL AND
NATIONAL PUBLICATIONS
[FIRST UNION LOGO APPEARS HERE]
An update on First Union customer service from CEO Ken Thompson.
--------------------------------------------------------------------------------
[A PHOTOGRAPH OF KEN THOMPSON APPEARS HERE]
When I became chief executive of First Union, one of my priorities was to
reinforce our commitment to superior service. This is in line with our core
values, and it's also what you expect from a financial services leader.
In order to monitor our progress, we survey more than 60,000 First Union
customers every quarter who visit our Financial Centers and carefully review
their feedback. We ask questions about what is most important to them--from
speed of service to personal attention. For the last nine consecutive quarters,
First Union has shown significant improvement every quarter. This means we're
accomplishing our goals and are well on our way to providing "best in class"
service.
I want to thank everyone at First Union who has worked so hard to meet, and
exceed, our customers' needs.As we plan for our merger with Wachovia,I'm
confident we'll be able to maintain our absolute commitment to the highest
standards of service.We know our customers--and Wachovia's customers--expect
nothing less.
/s/ Ken Thompson
-----------------
Ken Thompson
Chairman, President and CEO,
First Union Corporation
Our Goal: Best in Class Customer Service
[BAR CHART APPEARS ON SIDE OF LETTER WITH THE FOLLOWING APPROXIMATE PLOT POINTS]
5.60 5.90 6.10 6.25 6.29
1stQ '99 3rdQ '99 1stQ '00 3rdQ '00 2ndQ '01
Scale is from 1-7 with 6.4 equaling the average scale of the highest-scoring
banks in our peer group.
A summary of First Union customer satisfaction scores, based on research
conducted quarterly by the Gallup(R) Organization of more than 60,000 First
Union customers.
If you are a shareholder of Wachovia or First Union, we urge you to vote
for the Wachovia/First Union merger by returning the white proxy card.
First Union and Wachovia
The Right Combination
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. Additional copies of the joint
proxy statement/prospectus may also be obtained by contacting First Union's
proxy solicitor, Morrow & Co., Inc., toll free at 1-877-366-1578, or Wachovia's
proxy solicitors, MacKenzie Partners, Inc., toll free at 1-800-322-2885, or
Georgeson Shareholder, toll free at 1-800-223-2064. The information presented
above 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 ADVERTISEMENT BY FIRST UNION APPEARED IN CERTAIN NATIONAL
PUBLICATIONS
[FIRST UNION LOGO APPEARS HERE]
An update on First Union customer service from CEO Ken Thompson.
--------------------------------------------------------------------------------
[A PHOTOGRAPH OF KEN THOMPSON APPEARS HERE]
When I became chief executive of First Union, one of my priorities was to
reinforce our commitment to superior service. This is in line with our core
values, and it's also what you expect from a financial services leader.
In order to monitor our progress, we survey more than 60,000 First Union
customers every quarter who visit our Financial Centers and carefully review
their feedback. We ask questions about what is most important to them--from
speed of service to personal attention. For the last nine consecutive quarters,
First Union has shown significant improvement every quarter. This means we're
accomplishing our goals and are well on our way to providing "best in class"
service.
First Union had an outstanding second quarter with higher revenue, net income
and earnings per share. Operating earnings of $649 million exceeded consensus
estimates. Our focus on service is a key reason we're doing so well.
I want to thank everyone at First Union who has worked so hard to meet, and
exceed, our customers' needs.As we plan for our merger with Wachovia,I'm
confident we'll be able to maintain our absolute commitment to the highest
standards of service.We know our customers--and Wachovia's customers--expect
nothing less.
/s/ Ken Thompson
-----------------
Ken Thompson
Chairman, President and CEO,
First Union Corporation
Our Goal: Best in Class Customer Service
[BAR CHART APPEARS ON SIDE OF LETTER WITH THE FOLLOWING APPROXIMATE PLOT POINTS]
5.60 5.90 6.10 6.25 6.29
1stQ '99 3rdQ '99 1stQ '00 3rdQ '00 2ndQ '01
Scale is from 1-7 with 6.4 equaling the average scale of the highest-scoring
banks in our peer group.
A summary of First Union customer satisfaction scores, based on research
conducted quarterly by the Gallup(R) Organization of more than 60,000 First
Union customers.
If you are a shareholder of Wachovia or First Union, we urge you to vote
for the Wachovia/First Union merger by returning the white proxy card.
First Union and Wachovia
The Right Combination
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. Additional copies of the joint
proxy statement/prospectus may also be obtained by contacting First Union's
proxy solicitor, Morrow & Co., Inc., toll free at 1-877-366-1578, or Wachovia's
proxy solicitors, MacKenzie Partners, Inc., toll free at 1-800-322-2885, or
Georgeson Shareholder, toll free at 1-800-223-2064. The information presented
above 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.