Filed by Wachovia Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended
Subject Company: A.G. Edwards, Inc.
Commission File No.: 1-8527
Date: August 14, 2007 |
This filing may contain certain forward-looking statements with respect to each of Wachovia Corporation (Wachovia) and A.G. Edwards, Inc. (A.G. Edwards) and the combined company following the proposed merger between Wachovia and A.G. Edwards (the Merger), as well as the goals, plans, objectives, intentions, expectations, financial condition, results of operations, future performance and business of Wachovia, 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/dilution to reported earnings that may be realized from the Merger, (ii) statements relating to the benefits of the merger between Wachovia and Golden West Financial Corporation (Golden West) completed on October 1, 2006 (the Golden West Merger), including future financial and operating results, cost savings, enhanced revenues and the accretion to reported earnings that may be realized from the Golden West Merger, (iii) statements regarding certain of Wachovias and/or A.G. Edwards 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 Wachovias credit quality trends, and (iv) statements preceded by, followed by or that include the words may, could, should, would, believe, anticipate, estimate, expect, intend, plan, projects, outlook or similar expressions. These statements are based upon the current beliefs and expectations of Wachovias management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond Wachovias control).
The following factors, among others, could cause Wachovias financial performance to differ materially from that expressed in such forward-looking statements: (1) the risk that the businesses of Wachovia and A.G. Edwards in connection with the Merger or the businesses of Wachovia and Golden West in connection with the Golden West Merger will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) the risk that expected revenue
synergies and cost savings from the Merger or the Golden West Merger may not be fully realized or realized within the expected time frame; (3) the risk that revenues following the Merger or the Golden West Merger may be lower than expected; (4) deposit attrition, operating costs, customer loss and business disruption following the Merger or the Golden West Merger, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected; (5) the inability to obtain governmental approvals of the Merger on the proposed terms and schedule; (6) the failure of A.G. Edwards shareholders to approve the Merger; (7) risk that the strength of the United States economy in general and the strength of the local economies in which Wachovia and/or A.G. Edwards 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 Wachovias 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) potential or actual litigation; (10) inflation, interest rate, market and monetary fluctuations; and (11) 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 Wachovias and A.G. Edwards brokerage and capital markets activities. Additional factors that could cause Wachovias and A.G. Edwards results to differ materially from those described in the forward-looking statements can be found in Wachovias and A.G. Edwards Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. All subsequent written and oral forward-looking statements concerning Wachovia or the proposed Merger or other matters and attributable to Wachovia or A.G. Edwards or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Wachovia and A.G. Edwards do not undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this filing.
The proposed Merger will be submitted to A.G. Edwards shareholders for their consideration. Wachovia has filed a registration statement with the SEC, which includes a preliminary proxy statement/prospectus regarding the proposed Merger. A.G. Edwards shareholders are urged to read the registration statement and the definitive proxy statement/prospectus when it becomes available, as well as any other relevant documents concerning the proposed Merger filed with the SEC (and any amendments or supplements to those documents), because they will contain important information. You will be able to obtain a free copy of the registration statement and the proxy statement/prospectus, as well as other filings containing information about Wachovia and A.G. Edwards, at the SECs website (http://www.sec.gov) and at the companies respective websites, www.wachovia.com and www.agedwards.com. Copies of the definitive proxy statement/prospectus and the SEC filings that will be incorporated by reference in the proxy statement/prospectus can also be obtained, free of charge, by directing a request to Wachovia Corporation, Investor Relations, One Wachovia Center, 301 South College Street, Charlotte, NC 28288-0206, (704)-383-0798; or to A.G. Edwards, Inc., Investor Relations, One North Jefferson Avenue, St. Louis, MO 63103, (314) 955-3000.
Wachovia and A.G. Edwards, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from the
shareholders of A.G. Edwards in connection with the proposed Merger. Information about the directors and executive officers of Wachovia is set forth in the proxy statement for Wachovias 2007 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 9, 2007. Information about the directors and executive officers of A.G. Edwards is set forth in the proxy statement for A.G. Edwards 2007 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on May 15, 2007. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Merger may be obtained by reading the definitive proxy statement/prospectus regarding the proposed Merger when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.
Wachovia Corporation Investor Update August 2007 Ken Thompson, Chairman and CEO Don Truslow, Chief Risk Officer THE FOLLOWING PRESENTATION WAS POSTED ON WACHOVIAS WEBSITE
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2 - 5205, Investor Update, August 2007 Long-term trends highlight execution excellence Fifth consecutive year of double-digit earnings growth Sixth consecutive year of No. 1 customer service Improved efficiency ratio by 932 bps from 2001 Continued investment for sustainable growth Superior credit quality Strong shareholder returns #1 shareholder return year-end 2001 2006 > # 3 shareholder return year-end 2001 YTD 07*: up 88% Increased dividend 10% from 2005, 133% since year-end 2001 *As of August 8, 2007. |
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3 - 5205, Investor Update, August 2007 Industry concerns Meeting the challenge in 2007 and beyond Wachovia response Slower Growth Economy Interest Rate Environment New product development Credit Cycle Concerns Diversified scale businesses Great footprint in high growth and high wealth markets Superior customer service and loyalty Focus on customer acquisition and sales execution in newly acquired businesses Cross-enterprise sales management Improving overhead efficiency ratio Focus on retail DDA account sales Disciplined retail pricing Highly collateralized, low risk consumer portfolio Granular commercial portfolio Challenge Modest exposures to capital markets areas of concern |
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4 - 5205, Investor Update, August 2007 *As reported segment earnings through December 31, 2006 excluding merger and restructuring
charges of $115 million after-tax. Combined 2006 and 2005 revenues were $33.1 billion and $29.6 billion, respectively. For additional
information on Combined results see Wachovias Current Report
on Form 8-K dated July 20, 2007. Wachovia in perspective
Diversified, scale businesses Capital Management Corporate & Investment Bank General Bank Wealth Management 62% 24% 3% 11% 2006 vs. 2005 Earnings up 19% to $7.9 billion* Record earnings in all 4 segments Combined revenues up 12% from 2005 1H07 vs. 1H06 Earnings up 7% on strong fee income and solid credit quality Wachovias 4 Core Businesses Earned $8.4 billion* in 2006
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5 - 5205, Investor Update, August 2007 Wachovia 80 +21.2% (#1) All Others 78 +8.3% Bank of America 72 +14.3% JPM/Bank One 72 2.9% Wells Fargo 72 7.5% Superior customer service and loyalty drives results 40.2% 48.6% 51.8% 52.1% 53.7% 55.0% 4Q02 4Q04 4Q06 1Q07 2Q07 Goal Percentage Loyal Customers* *Data is from independent studies conducted with customers who transact in our Financial Centers. Definition of a loyal customer is a customer who rates Wachovia a 7 in all three loyalty questions satisfaction with Wachovia, likelihood to recommend, and likelihood to repurchase (scale of 1-7). 2006 American Customer Satisfaction Index 6 th year of No. 1 rank Most improved since #1 ranking in 2001 Score 2006 vs. 2000 |
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6 - 5205, Investor Update, August 2007 Operating efficiency improvements drives results 51.5% - 53.5% Cash Overhead Efficiency Ratio* *Excludes merger-related and restructuring expenses, changes in accounting principle
and other intangible amortization. 63.6% 59.1% 60.5% 60.0% 58.0% 54.2% 56.3% 2001 2002 2003 2004 2005 2006 1H07 2007 Goal |
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7 - 5205, Investor Update, August 2007 De Novo Initiative Auto Loans Results exceeding expectations as we focus on existing 11.5 million retail and small business households Cross-sell opportunities continue as we leverage nations 7 th largest auto loan origination platform Investing for long-term growth drives results Mortgage Lending Leveraging platform to increase cross-sales by placing mortgage consultants in branches and training financial specialists Credit Cards Retail branch expansion also drives growth in Commercial, Wealth Management, Insurance and our other businesses |
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8 - 5205, Investor Update, August 2007 Period-end balance sheet as of 6/30/2007. Loan portfolio at a glance High quality, low loss content Total Loan Portfolio 89% Secured/Guaranteed Consumer Mortgage Other Consumer Real Estate Secured Student Auto, Other Secured Commercial, Financial & Agricultural Commercial Real Estate Commercial Leasing Commercial Foreign $254 billion consumer loan portfolio 96% secured (additional 3% guaranteed) - 87% secured by Real Estate 87% secured by a first lien 70% average loan-to-value 699 average FICO score $175 billion commercial loan portfolio 76% secured No industry > 5% (3-digit SIC) $1.7 million average size 38% 5% 3% 9% 24% 6% 13% 2% |
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9 - 5205, Investor Update, August 2007 Consumer real estate portfolio Consumer Real Estate Portfolio - On-Balance Sheet (Net of Unearned Income)
Loan Average Average % of Loans (dollars in millions) Balances FICO LTV (1) LTV > 90% Home equity loans and lines First lien $ 28,445 729 71% 13% Second lien 29,284 725 75% 14% Total home equity loans and lines 57,729 727 73% 14% Mortgage loans 162,564 689 70% 2% Total consumer real estate portolio 220,293 699 70% 5% Nonaccrual loans Total first lien 1,289 648 76% 4% Total second lien 47 682 82% 27% Total consumer real estate nonaccrual loans $ 1,336 649 76% 5% (1) Second lien LTVs reflect the total borrowings, including first lien positions held by
third parties. Consumer real estate loans with FICO score < 620 and LTV
> 80% total only $1.1 billion |
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10 - 5205, Investor Update, August 2007 Investment Banking positions Modest leveraged loan and high yield bond bridge positions 4% market share YTD 2007 * Little hedge fund exposure; not a prime broker Minimal subprime exposure Exited HomEq and Equibanc; Vertice ceased subprime originations in 1Q06 Structured product pipelines at manageable levels CDO/CLO pipelines reduced substantially from 2Q07 levels 3Q07-to-date have marketed 2 CMBS deals Sold nearly all bonds below A rated levels (*) Loan Pricing Corp (LPC) leveraged league tables by $ volume |
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11 - 5205, Investor Update, August 2007 0.14% WB 0.14% BAC 0.81% JPM 0.85% WFC 0.87% C 1.14% Net Charge-off Ratio 0.99% Credit quality Risk reduction = best-in-class credit positioning 0.37% 0.70% 2001 2Q07 Wachovia Median: Top 20 U.S. Banks 0.60% 1.04% 0.48% NPA/Loans Ratio 1.05% 2001 2Q07 Source: Company reports. BAC 0.32% WB 0.48% JPM 0.57% WFC 0.79% C 0.89% 25.8x 4.96x 5.82x 10.0x 2Q07 2001 WB 25.8x JPM 8.0x BAC 7.3x WFC 5.8x C 5.8x PTPP Earnings*/ Charge-offs *Pre-tax, pre-provision earnings. |
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12 - 5205, Investor Update, August 2007 Long-term priorities Continued focus on execution drives results Maintaining employee engagement Building customer loyalty and maintaining service excellence Executing revenue growth strategies Employing proactive risk management strategies Improving cost structure and operating efficiencies while reinvesting for future growth Focus on financial strength and corporate governance |
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13 - 5205, Investor Update, August 2007 Cautionary statement This investor presentation may contain, among other things, certain forward-looking
statements with respect to Wachovia, as well as the goals, plans, objectives, intentions, expectations, financial condition, results of operations, future
performance and business of Wachovia, including, without limitation, (i) statements regarding certain of Wachovias 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 Wachovias credit quality trends, (ii) statements relating to the benefits of the proposed merger between Wachovia and A.G.
Edwards, Inc. (the A.G. Edwards Merger), including future financial and operating results, cost savings, enhanced revenues and the accretion/dilution to reported earnings that may be realized from the A.G. Edwards Merger, (iii) statements relating to the benefits of the merger between Wachovia and Golden West Financial Corporation completed on October 1, 2006 (the Golden West Merger), including future financial and operating
results, cost savings, enhanced revenues and the accretion/dilution to reported earnings that may be realized from the Golden West Merger, and (iv) statements preceded by, followed by or that include the words may, could, should, would, believe, anticipate, estimate, expect, intend, plan, projects, outlook or similar expressions. These forward-looking statements are based on the current beliefs and expectations of Wachovias management and are subject to significant risks and uncertainties that are subject to change based on various factors (many of which are beyond Wachovias
control). Actual results may differ from those set forth in the forward- looking statements. The following factors, among others, could cause Wachovias financial performance to differ materially from that expressed in such forward-looking statements: (1) the risk that the businesses of Wachovia and/or A.G. Edwards in connection with the A.G. Edwards Merger or the businesses of Wachovia and/or Golden West in connection with the Golden West Merger will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) the risk that expected revenue synergies and cost savings from the A.G. Edwards Merger or the Golden West Merger may not be fully realized or realized within the expected time frame;
(3) the risk that revenues following the A.G. Edwards Merger or the
Golden West Merger may be lower than expected; (4) deposit attrition, operating costs, customer loss and business disruption following the A.G. Edwards Merger or the Golden West Merger, including, without limitation, difficulties in
maintaining relationships with employees, may be greater than expected; (5)
the inability to obtain governmental approvals of the A.G. Edwards Merger on the proposed terms and schedule; (6) the failure of A.G. Edwards shareholders to approve the A.G. Edwards Merger; (7) the risk that the strength of the United States economy in general and the strength of the local economies in which Wachovia and/or A.G. Edwards 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 Wachovias 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) potential or actual litigation; (10) inflation, interest rate, market and monetary fluctuations; (11) 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 Wachovias and
A.G. Edwards brokerage and capital markets activities; (12)
unanticipated regulatory or judicial proceedings or rulings; (13) the impact of changes in accounting principles; (14) adverse changes in financial performance and/or condition of
Wachovias borrowers which could impact repayment of such borrowers outstanding loans; and (15) the impact on Wachovias and/or A.G. Edwards businesses, as well as on the risks set forth above, of various domestic or international military or terrorist activities or conflicts.
Wachovia cautions that the foregoing list of factors is not exclusive. All subsequent written and oral forward looking statements concerning Wachovia, the A.G. Edwards Merger or the Golden West Merger or other matters and attributable to Wachovia or any person acting on its behalf are expressly qualified
in their entirety by the cautionary statements above. Wachovia does not
undertake any obligation to update any forward-looking statement, whether written or oral. |
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14 - 5205, Investor Update, August 2007 Additional information The proposed A.G. Edwards Merger will be submitted to A.G. Edwards shareholders for their consideration. Wachovia has filed a registration statement with the SEC, which includes a preliminary proxy statement/prospectus regarding the proposed A.G. Edwards Merger. A.G. Edwards shareholders and other investors are urged to read the registration statement and the definitive proxy statement/prospectus when it becomes available, as well as any other relevant documents concerning the proposed A.G. Edwards Merger filed with the SEC (and any amendments or supplements to those documents), because they will contain important information. You may obtain a free copy of the registration statement and the proxy statement/prospectus, as well as other filings containing information about Wachovia and A.G. Edwards, at the SECs website (http://www.sec.gov) and at the companies respective websites, www.wachovia.com and www..agedwards.com. Copies of the definitive proxy statement/prospectus and the SEC filings that will be
incorporated by reference in the proxy statement/prospectus can also be
obtained, free of charge, by directing a request to Wachovia Corporation, Investor Relations, One Wachovia Center, 301 South College Street, Charlotte, NC 28288-0206, (704)-383-0798; or to A.G. Edwards, Inc., Investor
Relations, One North Jefferson Avenue, St. Louis, MO 63103, (314) 955- 3000. Wachovia and A.G. Edwards, and their respective directors and executive officers, may be
deemed to be participants in the solicitation of proxies from the shareholders of A.G. Edwards in connection with the proposed A.G. Edwards Merger.
Information about the directors and executive officers of Wachovia is set
forth in the proxy statement for Wachovias 2007 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 9, 2007. Information about the directors and executive officers of A.G. Edwards is set forth in the proxy statement for A.G. Edwards 2007 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on May 15, 2007. Additional information regarding the interests of those participants and other persons who may be deemed participants in the proposed A.G. Edwards Merger may be obtained by reading the definitive proxy statement/prospectus regarding the proposed A.G. Edwards Merger when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph. |