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 27, 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
[LOGO] First Union
Update: Wachovia/First Union merger
-----------------------------------
Since a new management team at First Union has restructured and revitalized the
company, how has First Union performed?
We'll let the numbers tell the story...
[GRAPHS]
[2001 year-to-date total return of 18 Months Total Return/2/
First Union and SunTrust stock/1/]
...behind First Union's performance.
We have accomplished a great deal in recent months, including strong second
quarter earnings that exceeded expectations. And, in combination with Wachovia,
we believe we will achieve a great deal more. Our merger is expected to add to
cash operating earnings from Day One. And the combined company--the new
Wachovia--plans to leverage higher-growth businesses, a unified management team
and a strong capital base to build shareholder value.
We believe the contrast with SunTrust's disruptive, hostile proposal to take
over Wachovia couldn't be more clear. We believe SunTrust wants to subject
Wachovia to months of disruption, uncertainty and wrangling while Wachovia and
First Union are planning for a seamless integration.
We welcome the independent, third party recommendations in favor of the
Wachovia/First Union merger from Institutional Shareholder Services and Proxy
Monitor. But now, we need your support. Please sign and return the white card.
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Remember, every vote counts, and if you don't return the white card, you are
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effectively casting a no vote. We urge Wachovia and First Union shareholders to
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support the Wachovia/First Union merger.
Your vote is important.
If you are a shareholder of Wachovia, we urge you to vote today FOR the
Wachovia/First Union merger by signing and returning the WHITE proxy card.
If you have questions regarding the merger, call our proxy solicitors
MacKenzie Partners, Inc. at 1-800-322-2885 or Georgeson Shareholder at
1-800-223-2064.
If you are a shareholder of First Union, we urge you to vote today FOR the
Wachovia/First Union merger by signing and returning the WHITE proxy
card. If you have questions regarding the merger, call our proxy
solicitor Morrow & Co., Inc. at 1-877-366-1578.
Wachovia and First Union
The Right Combination
/1/ From December 31, 2000 through July 20, 2001, First Union shareholders have
received a total return, including reinvested dividends, of 27.6%. (The total
return to SunTrust shareholders over the same period has been 10%.) /2/ For the
time period from December 31, 1999 through July 20, 2001, First Union
shareholders have received a total return, including reinvested dividends, of
13.5%. (The total return to SunTrust shareholders over the same period has been
2.9%.) 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.