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: May 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) 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 April 26, 2001, First
Union filed a 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 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 those participants may be obtained by reading the definitive
joint proxy statement/prospectus regarding the proposed transaction when it
becomes available.
THE FOLLOWING NEWS RELEASE WAS ISSUED BY FIRST UNION AND WACHOVIA
[GRAPHIC] [WACHOVIA LOGO APPEARS HERE]
Media Contacts:
First Union: Mary Eshet 704-383-7777
Tony Hoppa 704-383-7742
Wachovia: Ed L. Hutchins 336-732-4200
Jay E. Reed 336-732-5855
FIRST UNION AND WACHOVIA ANNOUNCE COMMUNITY COMMITMENT
------------------------------------------------------
FOR THE NEW WACHOVIA
--------------------
CHARLOTTE and WINSTON-SALEM, N.C., May 24, 2001 - First Union Corporation (NYSE:
FTU) and Wachovia Corporation (NYSE: WB) today announced a Community Commitment
for the new Wachovia designed to serve the needs of its combined communities.
First Union and Wachovia first announced a merger of equals on April 16, 2001.
Both companies separately hold "Outstanding" Community Reinvestment Act ratings,
the highest ranking possible, held by few banks in the country.
"Together our companies are better," said L.M. Baker Jr., chairman, president
and chief executive officer of Wachovia. "Today's Community Commitment is one of
the first tangible benefits from combining two companies with longstanding,
proven records of community development and commitment. In fact, both of our
companies put more than 400 lower-income families in homes each week - almost
22,000 last year alone - and provided more than 55,000 loans to small businesses
in 2000. Together we will continue to build on this great record of success."
"We now will be able to offer a broader range of products and services designed
to meet the needs of the low- and moderate-income individuals and small
businesses," said G. Kennedy Thompson, chairman, president and chief executive
officer of First Union. "For example, we now will enhance our mortgage products
and expand our homebuyer counseling services, including the introduction of a $1
million down payment assistance program for low-income homeowners. In addition,
we are committing $1 million to pre-purchase counseling programs through the
Community Partnership Mortgage Program. Up to 4,000 potential homeowners will
benefit from this education."
For Small Business Lending, the new Wachovia will maintain a leadership position
in the Southeast. To support additional growth in small business, the companies
will expand their Tier 2 procurement program, which encourages vendors to
contract with women- and minority-owned suppliers to foster opportunities for
those businesses.
The companies are committed to being leaders in fair and equitable lending
practices. In keeping with this commitment, the new Wachovia upon completion of
the merger integration will eliminate the sale of single premium credit life
insurance policies for mortgage loans. The companies said that they will
continue to be leaders in the fight to stop predatory lending practices and will
launch a pilot counseling program for home equity customers who require
assistance in working toward credit solutions in order to avoid foreclosure.
Both companies also will sponsor a wide variety of consumer education
initiatives, including financial educational seminars, and continue the support
of technology in education through the e-Communities First program, which brings
technological access and skill sets to lower-income neighborhoods.
Each company has a well-recognized culture of volunteerism that encourages
employees to become actively involved in community organizations. First Union's
Education First program was recognized with the President's Service Award, the
nation's highest honor for volunteerism, as well as a gold medal from
ComputerWorld magazine for an e-Communities First initiative developed to
"bridge the digital divide." Wachovia has received numerous awards related to
community development, including the Federal Home Loan Bank of Atlanta 2000
Partnership Excellence Award and a special merit award for its activities in
Atlanta and the Southeast.
The Community Commitment - for states where both companies reside, including
Florida, Georgia, North Carolina, South Carolina and Virginia -will be a minimum
of $35 billion, including $20 billion in small business lending, $9 billion in
affordable mortgages, and $6 billion in community development lending and
investments.
First Union: (NYSE: FTU), with $253 billion in assets and stockholders' equity
of $16 billion at March 31, 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 products and services can be accessed through www.firstunion.com.
Wachovia: (NYSE: WB) is a major interstate financial holding company offering
banking and financial services to individuals primarily in Florida, Georgia,
North Carolina, South Carolina and Virginia and to corporations and institutions
throughout the United States and globally. Wachovia Corporation is headquartered
in Atlanta and Winston-Salem, N.C., and had assets of $75.6 billion at March 31,
2001.
# # #
This news release may contain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, including, without
limitation, (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" 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
such 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
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. All
subsequent written and oral forward-looking statements concerning the
proposed transaction or other matters and attributable to First Union or
Wachovia or any person acting on their behalf are expressly qualified in
their entirety by the cautionary statements referenced 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.
Additional Information:
The proposed transaction will be submitted to First Union's and Wachovia's
stockholders for their consideration, and, on April 26, 2001, First Union
filed a 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 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 those participants may be
obtained by reading the definitive joint proxy statement/prospectus
regarding the proposed transaction when it becomes available.