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 18, 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 RAN IN NATIONAL AND REGIONAL
PUBLICATIONS
[FIRST UNION LOGO]
The Momentum Is Building...
[GRAPHIC]
SunTrust First Union
Up 5.2% Up 26.7%
YTD YTD
Year-to-date performance of common stock.
...and Wall Street Agrees.
Reports on First Union's second-quarter earnings:
Richard X. Bove, Raymond James & Associates:
"Virtually every aspect of First Union's business demonstrated
improvement during the quarter. This suggests that First Union's
outlook going forward is more attractive than it has been for years."
Andrew B. Collins, U.S. Bancorp Piper Jaffray:
"In our judgment, this strong second-quarter performance virtually
guarantees First Union is the winning bidder for the recently announced
Wachovia franchise."
Jennifer Thompson, Putnam Lovell Securities, Inc.:
"Overall, generally solid second-quarter results were highlighted by
strong double-digit linked quarter revenue growth, particularly in the
General Bank and Investment Bank, flat expense growth, and stable asset
quality."
Michael A. Plodwick, UBS Warburg:
"Revenue growth was evident in both the net-interest-income and
fee-income categories, expense control was evident, and credit quality
was stable. Consequently, it appears that the much anticipated
turnaround at First Union is taking place, which could give the company
an advantage in the takeover battle for Wachovia."
David C. Stumpf, A.G. Edwards & Son, Inc.:
"Based on the improvement evident in the Q2 results as well as our
numerous discussions with management over the last month or two we have
also become increasingly more comfortable with the proposed merger with
Wachovia.There is no question that First Union is better positioned
than we previously thought."
George A. Bicher, Deutsche Banc Alex. Brown, Inc.:
"The results underscore our view that this company is pointed in the
right direction."
The management and the Board of Directors of First Union and Wachovia
have agreed on a strategic partnership that we believe will create a
superior financial institution, deliver greater value to shareholders
and position the combined companies for long-term growth.
If you are a shareholder of Wachovia or First Union, we urge you to vote for
the Wachovia/First Union merger by returning the white proxy card.
First Union and Wachovia
The Right Combination
Permission to use quotes was received. 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.