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 14, 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 ADVERTISEMENT WAS RUN BY FIRST UNION AND WACHOVIA IN A NATIONAL
PUBLICATION
To All Wachovia Shareholders:---------------------------------------------------
In our view, the new Wachovia means greater shareholder value.
We believe our formula is compelling:
--------------------------------------------------------------------------------
Leading Financial Services Franchise
--------------------------------------------------------------------------------
+ Extremely diversified business Faster earnings growth
mix in high growth segments
+ Wachovia's customer service Superior earnings accretion
expertise
+ First Union's dramatic = Greater potential for
turnaround dividend growth
+ Well-advanced integration More free capital
planning generation
+ First Union's earnings momentum Greater potential for P/E
expansion
We believe Wachovia and First Union's merger is the formula for very attractive
returns for shareholders.
This is why we agreed to our merger of equals.
And this is why we're asking for your support to make the new Wachovia an
exciting reality.
What about SunTrust's hostile proposal?
Wachovia has rejected SunTrust not once, but twice. Add to that all of the
issues involved in a hostile takeover and here's how we believe the SunTrust
equation looks.
--------------------------------------------------------------------------------
Regional Bank
--------------------------------------------------------------------------------
- Incompatible growth strategies Slower growth
- Substantial integration risks Earnings dilution
- SunTrust's admitted growth = Unacceptable returns to
problems shareholders
- Overvalued currency
We like where we're going together.
It's about superior shareholder value.
[FIRST UNION LOGO] The new Wachovia [WACHOVIA LOGO]
If you have any questions regarding the merger, you may call the following
hotlines 24 hours a day. Representatives will be able to assist you between
8 a.m. - 6 p.m. EDT. Please leave a message if you call after these hours.
Shareholder Hotline: 866-883-0789 / Employee Hotline: 866-405-5305 /
MacKenzie Partners (proxy solicitor): 800-322-2885.
--------------------------------------------------------------------------------
In connection with the proposed merger of First Union and Wachovia, First Union
filed a registration statement on Form S-4 with the Securities and Exchange
Commission containing a preliminary joint proxy statement/prospectus.
Stockholders are urged to read the definitive joint proxy statement/prospectus
with respect to the merger between First Union and Wachovia 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 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 these documents can also be obtained,
without charge, from First Union, Investor Relations, One First Union Center,
Charlotte, North Carolina 28288-0206 (704-374-6782), or Wachovia, Investor
Relations, 100 North Main Street, Winston-Salem, North Carolina 27150
(888-492-6397).
Information about the participants in the proxy solicitation is set forth in
First Union's proxy statement on Schedule 14A, as filed with the SEC on March
13, 2001, Wachovia's proxy statement on Schedule 14A, as filed with the SEC on
March 19, 2001 and the joint proxy statement/prospectus regarding the proposed
merger. The information presented above may contain forward looking statements.
Factors that could cause actual results to differ materially from those
described in the forward-looking statements can be found in First Union's and
Wachovia's public reports filed with the SEC.
THE FOLLOWING ADVERTISEMENT WAS RUN BY WACHOVIA IN REGIONAL PUBLICATIONS AND WAS
POSTED ON FIRST UNION'S INTERNAL WEBSITE
================================================================================
WE ARE HERE.
To declare our enthusiasm and active support for the new Wachovia we are
building together with our partners at First Union.
To assure you that in every phase of this process, we are singularly focused on
blending the essential strengths of our two organizations to create a powerful,
enduring, and uniquely relevant financial resource for our customers.
The fact that our new organization will be called Wachovia signifies a personal
and solemn commitment to do everything in our power to preserve our unique way
of serving our customers.
[Signatures appear above each of the names]
Richard Armstrong R. Harrison Marks III
Augusta, GA Winston-Salem, NC
Marsha L. Askins Joy K. Marshall
Winston-Salem, NC Winston-Salem, NC
William C. Baggett Kenneth W. McAllister
Winston-Salem, NC Winston-Salem, NC
Lawrence G. Baxter Glenn D. McCoy
Winston-Salem, NC Atlanta, GA
Janet C. Boyst Robert S. McCoy, Jr.
Winston-Salem, NC Winston-Salem, NC
Robert G. Brookby James F. McCreary
Winston-Salem, NC Atlanta, GA
Terry L. Akins J. Walter McDowell
Atlanta, GA Winston-Salem, NC
David W. Brooks II D. Hector McEachern
Winston-Salem, NC Winston-Salem, NC
Marcia H. Calhoun Ray McKinney
Atlanta, GA Winston-Salem, NC
E. Greer Cawood John C. McLean, Jr.
Winston-Salem, NC Winston-Salem, NC
James C. Cherry Boris F. Melnikoff
Richmond, VA Atlanta, GA
Bonnie G. Carlson Mark W. Midkiff
Atlanta, GA Atlanta, GA
Amy R. Carver John M. Murray, Jr.
Winston-Salem, NC Winston-Salem, NC
Nancy H. Church Thomas M. Neely
Winston-Salem, NC Charlotte, NC
Ranjana Clark W. Robert Newell
Atlanta, GA Greensboro, NC
Jack O. Clayton Darrell Newton
Raleigh, NC Winston-Salem, NC
Lindy Cockman Joanna Nifong
Charlottesville, VA Winston-Salem, NC
Bridget H. Colbert David H. Parker
Atlanta, GA Greenville, SC
Charles T. Cole, Jr. Robert Osborne, Jr.
Columbia/Charleston, SC Augusta, GA
D. Russ Conley J.P. Peyton
Winston-Salem, NC Atlanta, GA
Robert C. Copeland Russell T. Playford
Winston-Salem, NC Atlanta, GA
Betty Cowell David L. Pope
Winston-Salem, NC Metro Washington Region, DC
Jean E. Davis Kenneth A. Rethmeier, PHd
Winston-Salem, NC Winston-Salem, NC
Martin B. Davis Steven H. Reynolds
Winston-Salem, NC Winston-Salem, NC
Albert J. DeForest III Frank D. Robb
Winston-Salem, NC Winston-Salem, NC
Anne J. Doss Leonard R. Robinett, Jr.
Winston-Salem, NC Winston-Salem, NC
Richard C. Dowd William F. Rogerson
Atlanta, GA Atlanta, GA
W. Jeffrey Dyckman. Will B. Spence
Norfolk, VA Charlotte, NC
Gerald A. Enos, Jr. Timothy L. Swanson
Winston-Salem, NC Winston-Salem, NC
Pete Fields Patricia C. Royal
Winston-Salem, NC Greensboro, NC
Jane A. Fulton Michael F. Ryan
Greensboro, NC Winston-Salem, NC
David L. Gaines Roger C. Shealy
Winston-Salem, NC Winston-Salem, NC
Paul George Patrick J. Shevlin
Winston-Salem, NC Winston-Salem, NC
Paul G. Grube Marsha Smunt
Charlotte, NC Winston-Salem, NC
Spencer D. Hamrick, Jr. Richard A. Snipes, Jr.
Richmond, VA Charlotte, NC
W. Lawrence Gilmer Michael L. Starr
Winston-Salem, NC Atlanta, GA
Maggie Gray Joseph J. Thomas
Winston-Salem, NC Atlanta, GA
A. Bryan Hanson Linda S. Sterner
Richmond, VA Winston-Salem, NC
Virginia A. Hepner David A. Stevens
Atlanta, GA Atlanta, GA
Chuck Hobbs Ellen S. Stover
Winston-Salem, NC Winston-Salem, NC
John B. Holloway, Jr. William N. Stoyko
Winston-Salem, NC Richmond, VA
Bill Holt D. Gary Thompson
Orlando, FL Atlanta, GA
David J. Isaac Isaiah Tidwell
Winston-Salem, NC Winston-Salem, NC
Peggy Joines Kay Triplett
Winston-Salem, NC Winston-Salem, NC
Stanhope A. Kelly Thomas W. Trotter
Winston-Salem, NC Winston-Salem, NC
Robert S. Kniejski Kathy Truluck
Winston-Salem, NC Columbia, SC
Walter S. Kuchinski Donald K. Truslow
Winston-Salem, NC Winston-Salem, NC
Janet Manzullo William M. Watson, Jr.
Winston-Salem, NC Winston-Salem, NC
William B. Langley Harry W. Weede, Jr.
Winston-Salem, NC West Palm Beach, FL
Jack V. Leonard Beverly B. Wells
Atlanta, GA Winston-Salem, NC
Rebekah M. Lowe Douglas L. Williams
West Palm Beach, FL Atlanta, GA
William C. Mann Richard N. Watts
Winston-Salem, NC Winston-Salem, NC
LET'S GET STARTED.(R)
[WACHOVIA LOGO]
--------------------------------------------------------------------------------
If you have any questions regarding the merger, you may call the following
hotlines 24 hours a day. Representatives will be able to assist you between
8 a.m. - 6 p.m. EDT. Please leave a message if you call after these hours.
Shareholder Hotline: 866-883-0789 / Employee Hotline: 866-405-5305 /
MacKenzie Partners (our proxy solicitor): 800-322-2885.
--------------------------------------------------------------------------------
In connection with the proposed merger of First Union and Wachovia, First Union
filed a registration statement on Form S-4 with the Securities and Exchange
Commission containing a preliminary joint proxy statement/prospectus.
Stockholders are urged to read the definitive joint proxy statement/prospectus
with respect to the merger between First Union and Wachovia 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 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 these documents can also be obtained,
without charge, from First Union, Investor Relations, One First Union Center,
Charlotte, North Carolina 28288-0206 (704-374-6782), or Wachovia, Investor
Relations, 100 North Main Street, Winston-Salem, North Carolina 27150
(888-492-6397). Information about the participants in the proxy solicitation is
set forth in First Union's proxy statement on Schedule 14A, as filed with the
SEC on March 13, 2001, Wachovia's proxy statement on Schedule 14A, as filed with
the SEC on March 19, 2001 and the joint proxy statement/prospectus regarding the
proposed merger. The information presented above may contain forward looking
statements. Factors that could cause actual results to differ materially from
those described in the forward-looking statements can be found in First Union's
and Wachovia's public reports filed with the SEC.
THE FOLLOWING LETTER WAS MAILED TO FIRST UNION SHAREHOLDERS OF RECORD ALONG
WITH THEIR DIVIDEND
First Union Corporation G. Kennedy Thompson
One First Union Center Chairman, President and
301 South College Street Chief Executive Officer
Charlotte, North Carolina 28288-0005
[FIRST UNION(R) LOGO]
June 13, 2001
Dear fellow First Union shareholder:
You may have already heard about the proposed merger of Wachovia and First
Union. I wanted to let you know that in the next few weeks you will be receiving
proxy materials about the merger. The board of directors and I strongly
encourage you to vote "yes" as soon as you receive our proxy materials in the
mail. Your vote is very important to us. Failure to return your vote will count
as a "no" vote.
I also would like to tell you directly why we believe this merger will create a
better, stronger company. In this merger, Wachovia and First Union each brings
distinctive, complementary strengths. First Union has invested heavily in
technology and a wide range of products and services. Wachovia has earned
national acclaim for its high standard of customer service and long-term
relationships. By blending these strengths, we believe the new Wachovia will
provide an excellent platform for delivering superior long-term performance.
Together, we have the opportunity to achieve unusually attractive growth in
future years. For shareholders, we believe the upside benefits will be
substantial, with immediate cash earnings accretion and the potential for
expansion in our price to earnings multiple -- and therefore potential for a
higher stock price.
Here's what we intend to achieve in this partnership.
First, we will become the No. 1 Retail Bank on the East Coast in number of
branches, deposits and choice. We plan to offer better service for our combined
19 million customers with expanded investment opportunities for clients, more
financial products and services for families, and significant capital for
commercial enterprises and corporate customers.
Second, we will deliver greater opportunities for our employees to grow and
excel.
Third and above all, we intend for our shareholders to benefit from the enhanced
opportunities that this merger affords for creating greater financial strength,
stability and value.
The name of the merged organization will be Wachovia -- a name familiar in
American financial services since 1879. It is a distinctive name with exciting
possibilities for branding opportunities.
From a management and operational perspective, we believe both First Union and
Wachovia are well prepared for seamless merger integration for our customers and
clients, communities and employees. First Union's restructuring, announced in
June of 2000, is complete. The company sold its credit card portfolio, mortgage
servicing business, and other businesses that had limited prospects for growth
or were not aligned with its strategic direction.
(over)
The new strategic plan focused your company more intensely on improving customer
service and growing our three core businesses -- the General Bank, Capital
Management Group and Capital Markets Group. We believe our stock price
performance this year -- up more than 19 percent as I write this letter (No. 2
among the 20 largest banks in the nation) -- indicates that investors like what
they see. In our opinion, the merger with Wachovia will accelerate the momentum
that we have already established.
One of the most frequently asked questions we've received from shareholders is
when First Union will begin increasing the dividend again. We believe that one
of the compelling advantages of the merger is that your new company should be
able to increase its earnings more quickly than on its own. As the pool of
earnings from which dividends are paid increases, so will your dividend because
our goal is to pay out 30 to 35 percent of earnings every year.
With total assets of approximately $329 billion (fourth largest in the nation)
and market capitalization of $45 billion (each based on most current pro forma
data), we believe this new company will symbolize financial strength, stability
and dependability for our shareholders, customers, employees and communities.
We invite you, as a shareholder of First Union, to benefit from the strength of
the new merged organization. We look forward to continuing to serve you, and we
think you will be pleased as the benefits of this proposed merger become
apparent in coming months. We would particularly like to note that we believe
this merger is structured to build value for both First Union and Wachovia
shareholders and will be immediately additive, not dilutive, to cash earnings.
The proxy materials that will be mailed to you soon will provide additional
details about the financial aspects of this transaction. Thank you for your
support and for voting "yes" for this transaction when you receive your proxy
materials.
Sincerely,
/s/ G. Kennedy Thompson
G. Kennedy Thompson
First Union has filed a registration statement on Form S-4 with the Securities
and Exchange Commission 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 the registration statement and the joint proxy statement/prospectus
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 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 when
it becomes available. 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 First Union's and Wachovia's public reports filed with the SEC.