SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 20, 2001
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First Union Corporation
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(Exact name of registrant as specified in its charter)
North Carolina 1-10000 56-0898180
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One First Union Center
Charlotte, North Carolina 28288-0013
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (704) 374-6565
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(Former name or former address, if changed since last report.)
Item 5. Other Events.
As previously reported by First Union Corporation ("First Union") in
its Current Report on Form 8-K, dated July 20, 2001, on July 20, 2001, the North
Carolina Business Court rendered an order and opinion (the "Court Opinion") in
connection with certain litigation relating to the Agreement and Plan of Merger,
dated as of April 15, 2001 and amended and restated (the "Merger Agreement"),
between First Union and Wachovia Corporation ("Wachovia"). In summary, the Court
Opinion upholds the stock option agreements entered into by First Union and
Wachovia in connection with the Merger Agreement. It also held that North
Carolina law requires that Wachovia's board of directors have the ability (but
not the obligation) to terminate the Merger Agreement if the Wachovia
shareholders vote against the Merger Agreement (without the board having to wait
until the January 16, 2002 date provided for in the Merger Agreement). In
accordance with the Court Opinion, we have chosen to amend the Merger Agreement
to provide such a right expressly. The Merger Agreement amendment (the
"Amendment") and the Court Opinion are attached hereto as Exhibit 2.1 and
Exhibit 99, respectively, and are incorporated into this Item 5 by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
2.1 The Amendment.
99 The Court Opinion (incorporated by reference to Exhibit 99(b)
to First Union's Current Report on Form 8-K dated July 20, 2001).
* * *
This Current Report on Form 8-K (including information included or
incorporated by reference herein), and any statements made by First Union in the
conference call, may contain, among other things, certain forward-looking
statements with respect to each of First Union, Wachovia and the combined
company following the proposed merger between First Union and Wachovia (the
"Merger"), as well as the goals, plans, objectives, intentions, expectations,
financial condition, results of operations, future performance and business of
First Union and/or the combined company, including, without limitation, (i)
statements relating to the benefits of the Merger, including future financial
and operating results, cost savings, enhanced revenues, and the accretion to
reported earnings that may be realized from the Merger, (ii) statements
regarding certain of First Union's and/or the combined company's goals and
expectations with respect to earnings, earnings per share, revenue, expenses,
and the growth rate in such items, as well as other measures of economic
performance, including statements relating to estimates of credit quality
trends, and (iii) statements preceded by, followed by or that include the words
"may", "could", "would", "should", "believes", "expects", "anticipates",
"estimates", "intends", "plans", "targets" "probably", "potentially", "projects"
or similar expressions. These forward-looking
statements involve certain risks and uncertainties that are subject to change
based on various factors (many of which are beyond First Union's control). The
following factors, among others, could cause First Union's and/or the combined
company's financial performance to differ materially from the goals, plans,
objectives, intentions, and expectations expressed in such 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) the strength of the United States economy in general and
the strength of the local economies in which First Union and/or the combined
company conducts 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 First Union's and/or the combined company's
loan portfolio and allowance for loan losses; (8) the effects of, and changes
in, trade, monetary and fiscal policies and laws, including interest rate
policies of the Board of Governors of the Federal Reserve System; (9) inflation,
interest rate, market and monetary fluctuations; (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 First
Union's and/or the combined company's capital markets and capital management
activities, including, without limitation, its mergers and acquisition advisory
business, equity and debt underwriting activities, private equity investment
activities, derivative securities activities, investment and wealth management
advisory businesses, and brokerage activities; (11) the timely development of
competitive new products and services and the acceptance of these products and
services by new and existing customers; (12) the willingness of customers to
accept third party products marketed by First Union and/or the combined company;
(13) the willingness of customers to substitute competitors' products and
services for First Union's and/or the combined company's products and services
and vice versa; (14) the impact of changes in financial services' laws and
regulations (including laws concerning taxes, banking, securities and
insurance); (15) technological changes; (16) changes in consumer spending and
saving habits; (17) the effect of corporate restructurings, acquisitions and/or
dispositions, including, without limitation, the Merger, and the actual
restructuring and other charges related thereto; (18) the growth and
profitability of First Union's and/or the combined company's noninterest or fee
income being less than expected; (19) unanticipated regulatory or judicial
proceedings; (20) the impact of changes in accounting policies by the Securities
and Exchange Commission; (21) adverse changes in the financial performance
and/or condition of First Union's and/or the combined company's borrowers which
could impact the repayment of such borrowers' outstanding loans; and (22) the
success of First Union and the combined company at managing the risks involved
in the foregoing. Additional information with respect to factors that may cause
actual results to differ materially from those contemplated by such
forward-looking statements is included in the reports filed by First Union with
the Securities and Exchange Commission.
First Union cautions that the foregoing list of factors is not
exclusive. All subsequent written and oral forward-looking statements concerning
the Merger or other matters and
attributable to First Union or any person acting on its behalf are expressly
qualified in their entirety by the cautionary statements above. First Union does
not undertake any obligation to update any forward-looking statement, whether
written or oral, relating to the matters discussed in this Current Report on
Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST UNION CORPORATION
Date: July 23, 2001 By: /s/ Robert P. Kelly
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Name: Robert P. Kelly
Title: Executive Vice President and
Chief Financial Officer
Exhibit Index
Exhibit No. Description
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2.1 The Amendment.
99 The Court Opinion (incorporated by reference to
Exhibit 99(b) to First Union's Current Report on
Form 8-K dated July 20, 2001).