Filed by First Union Corporation
Pursuant to Rule 425 under the Securities
Act of 1933 and deemed filed pursuant to
Rule 14a-12 under the Securities Exchange
Act of 1934
Subject Company: Wachovia Corporation
Commission File No. 333-59616
Date: June 11, 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, and, on June 1, 2001, First Union filed an
amended registration statement on Form S-4 with the SEC containing a preliminary
joint proxy statement/prospectus of First Union and Wachovia and other relevant
documents concerning the proposed transaction. Stockholders are urged to read
the definitive joint proxy statement/prospectus when it becomes available and
any other relevant documents filed with the SEC, as well as 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
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 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).
First Union and Wachovia, and their respective directors and executive
officers, and others may be deemed to be participants in the solicitation of
proxies from the stockholders of First Union and Wachovia in connection with the
merger. Information about the directors and executive officers of First Union
and their ownership of First Union common stock is set forth in First Union's
proxy statement on Schedule 14A, as filed with the SEC on March 13, 2001.
Information about the directors and executive officers of Wachovia and their
ownership of Wachovia common stock is set forth in Wachovia's proxy statement on
Schedule 14A, as filed with the SEC on March 19, 2001. Additional information
regarding the interests of participants may be obtained by reading the
registration statement and the definitive joint proxy statement/prospectus
regarding the proposed transaction when it becomes available.
THE FOLLOWING MEMORANDUM WAS RELEASED TO FIRST UNION EMPLOYEES
Interoffice
Memorandum
[First Union
logo appears here]
Date: From:
June 11, 2001 Ken Thompson
Chairman and CEO
To: Re:
Senior Leaders Wachovia Merger
I would like to take a moment to update you on the progress of our proposed
merger with Wachovia.
As you undoubtedly know from media reports, Bob Kelly, David Carroll, Tom Wurtz
and I have been traveling the country in the past couple of weeks to meet with
groups of analysts and investors. We are explaining in detail the many merits of
our merger-of-equals with Wachovia, and I can say with confidence that I
believe our message is being heard. The market appears to be speaking as well:
Our stock price has experienced an uptick in recent days, and the premium
attached to SunTrust's hostile proposal is shrinking as its own stock price
falls. In the coming weeks, we will continue our meetings with a special
emphasis on reaching investors in local communities.
On the integration planning front, our business unit reviews continue, and Bud
Baker and I are very pleased with their progress. We are actually ahead of where
I thought we would be at this point. I can tell you from experience that the
level of discussion and debate taking place in these reviews is invigorating.
Our people and our companies truly are coming together in the spirit of creating
something new and exciting.
As we enter the summer weeks leading up to our July 31 shareholder vote -- and
Wachovia's August 3 shareholder vote -- I would like once again to remind
everyone how important it is that we keep our focus on meeting customer needs.
The company we are creating will stand on the solid base of helping customers
achieve their goals. Now is the time to reach out to them, listen to them and
keep their best interests in mind so we are ready to make the most of every
opportunity.
Thank you for your energy and your enthusiasm.
Note: The following notice is included to meet certain legal requirements:
In connection with the proposed transaction with Wachovia, on June 1, 2001,
First Union filed an amended registration statement on Form S-4 with the SEC
containing a preliminary joint proxy statement/prospectus of First Union and
Wachovia. Stockholders are urged to read the definitive joint proxy
statement/prospectus regarding the proposed transaction when it becomes
available and any other relevant documents filed with the SEC because they will
contain important information. You may obtain a free copy of these documents,
without charge, 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. Information regarding the
director and officer participants in the proxy solicitation and a description of
their direct and indirect interest, by security holdings or otherwise, is
contained in the proxy materials filed with the SEC by First Union on March 13,
2001 and by Wachovia on March 19, 2001. Additional information regarding the
interests of participants in the proxy solicitation may be obtained by reading
the registration statement and the definitive joint proxy statement/prospectus
regarding the proposed transaction when it becomes available.