Filed by SunTrust Banks, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933 and deemed filed pursuant to
Rule 14a-12 under the Securities Exchange
Act of 1934
Subject Company: Wachovia Corporation
Commission File No. 1-9021
Date: June 4, 2001
[Logo of SunTrust Banks, Inc.]
Contacts:
Investors Media
Gary Peacock Barry Koling George Sard/Debbie Miller/Denise DesChenes
SunTrust SunTrust Citigate Sard Verbinnen
404-658-4879 404-230-5268 212-687-8080
For Immediate Release
June 4, 2001
SUNTRUST PROPOSES AMENDMENT TO WACHOVIA BYLAWS TO PERMIT
SHAREHOLDERS TO CALL SPECIAL MEETING
Atlanta, GA - SunTrust Banks, Inc. (NYSE:STI) announced today that it
has proposed an amendment to Wachovia Corporation's (NYSE:WB) bylaws to be
voted on August 3 at Wachovia's annual shareholders meeting.
SunTrust said the proposed bylaw amendment would permit the holders
of 10% or more of Wachovia's outstanding shares to require Wachovia to call
a special meeting of shareholders. SunTrust said that if Wachovia
shareholders approve the bylaw amendment and do not approve the proposed
First Union merger at the annual meeting on August 3, then upon receipt of
necessary regulatory approvals, if Wachovia does not negotiate with
SunTrust, SunTrust would seek to call a special meeting of Wachovia
shareholders. The purpose of the meeting would be to increase the size of
Wachovia's Board of Directors and nominate persons for election to the
Board who, subject to their fiduciary duties as Wachovia directors and
subject to Wachovia's merger agreement with First Union, would pursue a
merger with SunTrust unless a strategic alternative is then available to
Wachovia that provides superior value from a financial point of view taking
into account current and long-term value, strategic and cultural fit, and
the impact on customers, employees and communities.
L. Phillip Humann, Chairman, President and Chief Executive Officer of
SunTrust, said, "Wachovia shareholders will decide on August 3 which of the
two competing merger proposals they believe is superior. The action we took
today is designed to protect shareholders' right to choose. If Wachovia
shareholders prefer our proposal, they can vote down the First Union merger
and vote in favor of the proposed bylaw amendment. If our solicitation is
successful and Wachovia does not negotiate with SunTrust, we would then
seek as soon as possible to call a special meeting of Wachovia shareholders
to elect directors who will be committed to pursuing a merger with SunTrust
unless a more attractive alternative is then available."
SunTrust Banks, Inc. is the nation's ninth-largest commercial banking
organization. The Company operates through an extensive distribution
network in Alabama, Florida, Georgia, Maryland, Tennessee, Virginia, and
the District of Columbia and also serves customers in selected markets
nationally. Its primary businesses include traditional deposit and credit
services as well as trust and investment services. Through various
subsidiaries the Company provides credit cards, mortgage banking,
insurance, brokerage and capital markets services.
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 a merger
between SunTrust and Wachovia, including future financial and operating
results, cost savings and accretion to reported and cash earnings that may
be realized from such merger; (ii) statements with respect to SunTrust'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 SunTrust'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 businesses of SunTrust and Wachovia
may 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, including, without limitation,
difficulties in maintaining relationships with employees, customers,
clients or suppliers, may be greater than expected following the merger;
(5) the regulatory approvals required for the merger may not be obtained on
the proposed terms or on the anticipated schedule; (6) the failure of
SunTrust's and Wachovia's stockholders to approve the merger; (7)
competitive pressures among depository and other financial institutions may
increase significantly and may 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 SunTrust's
results to differ materially from those described in the forward-looking
statements can be found in SunTrust'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 SunTrust or any person acting on its behalf are
expressly qualified in their entirety by the cautionary statements above.
SunTrust does 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. On May 29, 2001 SunTrust filed with
the Securities and Exchange Commission ("SEC") a revised preliminary proxy
statement for solicitation of proxies from Wachovia stockholders in
connection with the Wachovia 2001 annual meeting of stockholders. Subject
to future developments, SunTrust intends to file with the SEC a
registration statement at a date or dates subsequent hereto to register the
SunTrust shares to be issued in the proposed transaction. Investors and
security holders are urged to read the proxy statement and registration
statement (when available) 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. Investors and
security holders may obtain a free copy of the proxy statement and the
registration statement (when available) and other relevant documents at the
SEC's Internet web site at www.sec.gov. The proxy statement, the
registration statement (when available) and such other documents may also
be obtained free of charge from SunTrust by directing such request to:
SunTrust, 303 Peachtree Street, N.E., Atlanta, GA 30308, Attention: Gary
Peacock (404-658-4753). SunTrust, its directors and executive officers and
certain other persons may be deemed to be "participants" in SunTrust's
solicitation of proxies from Wachovia stockholders. A detailed list of the
names, affiliations and interests of the participants in the solicitation
is contained in SunTrust's revised preliminary proxy statement on Schedule
14A, filed with the SEC on May 29, 2001.