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 25, 2001
The following are two press releases issued by SunTrust Banks, Inc. on
June 25, 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 25, 2001
SUNTRUST MAILS PROXY STATEMENT TO WACHOVIA SHAREHOLDERS TO BEGIN
SOLICITING VOTES AGAINST FIRST UNION TAKEOVER OF WACHOVIA
ATLANTA, GA - SunTrust Banks, Inc. (NYSE: STI) today announced that
it has commenced mailing its definitive proxy statement to Wachovia
Corporation's (NYSE:WB) approximately 120,000 shareholders to solicit votes
at Wachovia's annual meeting of shareholders on August 3, 2001 against the
proposed takeover of Wachovia by First Union Corporation (NYSE:FTU).
SunTrust's definitive proxy statement explains why SunTrust considers its
merger proposal to be superior and why Wachovia shareholders should vote
against the First Union transaction.
L. Phillip Humann, Chairman, President and Chief Executive Officer
of SunTrust, said, "We are pleased that we are now able to make our case
directly to Wachovia shareholders. We believe the SunTrust proposal is
simply better for all Wachovia constituencies - shareholders, customers,
employees and communities. We believe our proposal is superior in many
respects, including a higher current value, a stronger currency, a history
of faster earnings growth, a simpler and better dividend, lower integration
risk, a stronger capital position, and superior credit quality. We urge
Wachovia shareholders to vote against the First Union takeover as the
essential first step to securing the benefits of the SunTrust proposal."
Investors and security holders may obtain a copy of the definitive
proxy statement at the SEC's Internet site at www.sec.gov. The definitive
proxy statement may also be obtained from SunTrust by directing such
request to: SunTrust, 303 Peachtree Street, N.E., Atlanta, GA 30308,
Attention: Gary Peacock (404 658-4753). Additional information on
SunTrust's proposal and help in voting Wachovia shares can be obtained by
contacting SunTrust's proxy solicitor, Innisfree M&A Incorporated, toll
free at (877) 750-9501.
SunTrust Banks, Inc., headquartered in Atlanta, Georgia, is the
nation's ninth-largest commercial banking organization. As of March 31
2001, SunTrust had total assets of $103.7 billion and total deposits of
$65.5 billion. 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 deposit, credit, trust and
investment services. Through various subsidiaries the company provides
credit cards, mortgage banking, insurance, brokerage and capital markets
services. SunTrust's Internet address is www.suntrust.com
# # #
This press release 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. 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 definitive
proxy statement.
[Logo of SunTrust Banks, Inc.]
Contacts:
Investors Media
Gary Peacock Barry Koling George Sard/Debbie Miller/Denise DesChenes
SunTrust SunTrust Citigate Sard Verbinnen
404-230-5392 404-230-5268 212-687-8080
For Immediate Release
June 25, 2001
SUNTRUST REQUESTS WACHOVIA BOARD
TO RESTORE SHAREHOLDER RIGHTS
ATLANTA, GA - SunTrust Banks, Inc. (NYSE:STI) has sent the
following letter to the Board of Directors of Wachovia Corporation
(NYSE:WB) cautioning that First Union (NYSE:FTU) continues to take actions,
including the instigation of legislation in North Carolina preventing
shareholders from calling special meetings, that are not in the best
interests of Wachovia shareholders. SunTrust has requested that the
Wachovia Board include a vote at the August 3 shareholder meeting on a
proposed charter amendment restoring the right of Wachovia shareholders to
call special meetings.
The Board of Directors
Wachovia Corporation
100 North Main Street
Winston-Salem, NC 27150
Dear Members of the Board:
As you know, SunTrust recently submitted a proposal for consideration at
Wachovia's shareholders' meeting on August 3. The proposal sought to allow
Wachovia's shareholders to vote on an amendment to Wachovia's bylaws to
permit holders of 10% or more of Wachovia's shares to call a special
shareholders' meeting. This was in accordance with then applicable North
Carolina law and Wachovia's charter and bylaws.
Rather than permit Wachovia's shareholders to vote on that proposal, First
Union, with the help of Wachovia management, immediately initiated and
successfully lobbied for an amendment to North Carolina law that eliminates
this previously existing shareholder right ("the Wachovia Amendment").
Prior to the passage of the Wachovia Amendment on June 14 (a mere ten days
after Wachovia received SunTrust's shareholder proposal), North Carolina
law allowed owners of 10% or more of a company's shares to call a special
shareholders meeting if such a provision were included in either the
company's bylaws or charter. This right was not unique to North Carolina.
In fact, based on our research, North Carolina is now the only state in the
entire country in which the right of shareholders of a public company to
call a special meeting is not mandated by statute and/or permitted to be
included in the bylaws.
Under the new law, shareholders of public North Carolina corporations can
call special meetings only if permitted by a company's charter. Wachovia's
charter does not currently so permit. Since charter amendments can be
proposed only by a company's Board of Directors, the Wachovia Amendment
eliminates a shareholder right - both for Wachovia shareholders and for the
shareholders of every other public company incorporated in North Carolina.
We believe the statements of Ken Thompson to the effect that the purpose of
the legislation is to "close loopholes in North Carolina law" are wrong.
Its sole purpose was to quash a validly exercised right of a Wachovia
shareholder--a right which had existed for many years.
Wachovia's board can rectify this unnecessary infringement of its
shareholders' rights by giving Wachovia's shareholders the opportunity to
vote on this matter. We are requesting that you include on the agenda for
the August 3 meeting a proposed charter amendment providing that 10% of
Wachovia shareholders can call special meetings. By doing so, you would
restore the rights of Wachovia shareholders that were abolished last week.
First Union's instigation of this misguided legislation reveals its
continued lack of concern for the rights of Wachovia shareholders. Do not
expect First Union to protect the rights of Wachovia shareholders. You
should know that many of your shareholders have expressed to us their anger
at this action--changing the rules after a contest has begun is not the
fair way to treat shareholders. We hope that you--Wachovia Board members
with a fiduciary duty to protect the interests of Wachovia
shareholders--restore the opportunity for your shareholders to vote on
these important shareholder rights.
Sincerely,
/s/ L. Phillip Humann
L. Phillip Humann
Chairman, President and
Chief Executive Officer
SunTrust Banks, Inc., headquartered in Atlanta, Georgia, is the
nation's ninth-largest commercial banking organization. As of March 31
2001, SunTrust had total assets of $103.7 billion and total deposits of
$65.5 billion. 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 deposit, credit, trust and
investment services. Through various subsidiaries the company provides
credit cards, mortgage banking, insurance, brokerage and capital markets
services. SunTrust's Internet address is www.suntrust.com
# # #
This press release 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 Corporation, 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 14, 2001, SunTrust announced that it had made a merger proposal to
the Board of Directors of Wachovia and that it would be soliciting proxies
from Wachovia shareholders in opposition to the proposed merger between
Wachovia and First Union Corporation. SunTrust is filing a definitive proxy
statement with the SEC on June 25, 2001 for use in its solicitation.
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 merger with Wachovia.
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 Banks, Inc., 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 shareholders. A detailed list of the names, affiliations and
interests of the participants in the solicitation is contained in
SunTrust's definitive proxy statement on Schedule 14A, which is being filed
with the SEC on June 25, 2001.