Pursuant to Rule 425 under the Securities
Act of 1933
Subject Company: Wachovia Corporation
Commission File No. 333-59616
Date: August 24, 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) competitive pressures among depository and
other financial institutions may increase significantly and have an effect on
pricing, spending, third-party relationships and revenues; (7) 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; (8) changes in the U.S. and foreign legal and regulatory framework; and
(9) 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.
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 NEWS RELEASE WAS ISSUED BY FIRST UNION
August 23, 2001
Media Contact:
Mary Eshet 704-383-7777
Investor Contact:
Alice Lehman 704-374-4139
FIRST UNION STATEMENT ON FINAL RESULT
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OF WACHOVIA SHAREHOLDER VOTE
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Charlotte, N.C. -- First Union issued the following statement today:
"We are pleased to receive the final result of the Wachovia shareholder approval
of the merger between First Union and Wachovia. We believe the wide margin and
broad support from both retail and institutional shareholders reaffirm the value
and growth potential this merger offers for shareholders. We continue to make
excellent progress in building the new Wachovia that will offer the best in
financial services to our customers."
First Union (NYSE:FTU), with $246 billion in assets and stockholders' equity of
$16 billion at June 30, 2001, is a leading provider of financial services to 15
million retail and corporate customers throughout the East Coast and the nation.
The company operates full-service banking offices in 11 East Coast states and
Washington, D.C., and full-service brokerage offices in 47 states. Online
banking and brokerage products and services can be accessed through
www.firstunion.com.
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