SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary proxy statement.
[_] Confidential, for use of the commission only (as permitted by Rule 14a-
6(e)(2)).
[_] Definitive proxy statement.
[X] Definitive additional materials.
[_] Soliciting material under Rule 14a-12.
Wachovia Corporation
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Date: July 27, 2001
The proposed merger of First Union and Wachovia will be submitted to First
Union's and Wachovia's shareholders for their consideration. Shareholders are
urged to read the joint proxy statement/prospectus regarding the proposed merger
between First Union and Wachovia and any other relevant documents filed with the
SEC because they contain important information. Shareholders may obtain a free
copy of the joint proxy statement/prospectus, as well as other filings
containing information about First Union and Wachovia, without charge, at the
SEC's Internet site (http://www.sec.gov). Copies of the joint proxy
statement/prospectus and other SEC filings that will be incorporated by
reference in the joint proxy statement/prospectus can also be obtained, without
charge, from First Union, Investor Relations, One First Union Center, Charlotte,
North Carolina 28288-0206 (704-374-6782), or from Wachovia, Investor Relations,
100 North Main Street, Winston-Salem, North Carolina 27150 (866-883-0789).
The information presented below 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", "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
shareholders 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.
PRESS RELEASE IN REGARD TO BRANCH DIVESTITURES ASSOCIATED WITH
THE PROPOSED MERGER OF EQUALS OF WACHOVIA AND FIRST UNION
LETTER SENT TO WACHOVIA SHAREHOLDERS REGARDING THE PROPOSED MERGER OF EQUALS OF
WACHOVIA AND FIRST UNION
THE FOLLOWING PRESS RELEASE IS IN REGARD TO BRANCH DIVESTITURES ASSOCIATED WITH
THE PROPOSED MERGER OF EQUALS OF WACHOVIA AND FIRST UNION
[LOGO] FIRST UNION [LOGO] WACHOVIA
Thursday Media Contacts:
July 26, 2001 First Union: Laurie Hedrick 704-374-3465
Wachovia: Jay Reed 336-732-5855
Vince Scanlon 336-732-6387
Investor Contacts:
First Union: Alice Lehman 704-374-4139
Wachovia: Robert S. McCoy Jr. 336-732-5926
Marsha L. Smunt 336-732-5788
FIRST UNION AND WACHOVIA TO DIVEST 38 BRANCHES FOR REGULATORY APPROVAL OF MERGER
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CHARLOTTE, N.C. and WINSTON-SALEM, N.C. - First Union Corporation (NYSE:FTU) and
Wachovia Corporation (NYSE:WB) announced today that in connection with the
proposed merger of equals, the new combined company would divest a total of 38
branches, totaling $1.503 billion in deposits, as part of the merger approval
process to meet the U.S. Department of Justice's antitrust guidelines.
"We are committed to finding buyers that best suit the needs of our customers,
employees and communities," said Ben Jenkins, First Union vice chairman and head
of General Banking for the new company. "It is our intent that the employees of
the affected branches will continue to be employed with the purchasing
institutions and that customers will experience little or no disruption as a
result of this transition."
All sales will include deposits, loans and related premises and equipment, and
are contingent upon completion of the Wachovia and First Union merger. The
companies are seeking proposals from qualified financial services institutions
to purchase the branches. Once buyers are identified and enter into agreements
with Wachovia and First Union, customers will begin to receive information about
the transition process. Customers do not need to do anything at this time.
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First Union and Wachovia to Divest - page 2
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Branches being divested are as follows:
First Union
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Market Branch Name Address
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Savannah, Ga. Wilmington Island 319 Johnny Mercer Drive
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Johnson Square 2 E. Bryan Street
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Victory Drive 2225 East Victory Drive
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Arden, N.C. Arden 2397 Hendersonville
Road
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Asheville, N.C. Smoky Park Highway 159 Smoky Park Highway
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West Asheville 700 Haywood Road
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East Asheville 771 Tunnel Road
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Biltmore One Angle Street
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North Asheville 711 Merrimon Avenue
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Black Mountain, N.C. Black Mountain Main 200 Highway 9
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Canton, N.C. Canton 101 Main Street
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Elizabeth City, N.C. West Ehringhaus 1404 W. Ehringhaus
Street
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Hendersonville, N.C. Eastgate 1452 7/th/ Avenue East
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Hendersonville Main 222 S. Main Street
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North Hills 1321 Asheville Highway
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Morganton, N.C. Morganton Main 300 North Green Street
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South Sterling 612 S. Sterling Street
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North Wilkesboro, N.C. North Wilkesboro Main 924 B. Main Street
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Salisbury, N.C. West Innes 215 West Innes Street
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Sylva, N.C. Sylva Main 624 W. Main Street
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Walkertown, N.C. Walkertown Main 2780 Old Hollow Road
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First Union and Wachovia to Divest - page 3
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Walnut Cove, N.C. Walnut Cove Main 234 S. Main St.
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Weaverville, N.C. Weaverville 160 Weaver Blvd.
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Winston-Salem, N.C. First Stratford 101 S. Stratford Road
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Ogburn Station 4306 N. Liberty Street
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Silas Creek Crossing 3288 Silas Creek
Parkway
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Reynolda Manor 2801 Reynolda Road
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York, S.C. York Main 12 N. Congress Street
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Wachovia
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Market Branch Name Address
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Waynesville, N.C. Waynesville Main 135 N. Main Street
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Bedford, Va. Bedford 115 W. Main Street
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Chilhowie, Va. Chilhowie 119 Lee Highway
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Hardy, Va. Smith Mountain Lake 13264 Booker T.
Washington Highway
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Roanoke, Va. Towers Mall 670 Brandon Ave
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Franklin Plaza 111 Franklin Road
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Crossroads Mall 1315 Hershberger Road
North
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Cave Springs 4110 Brambleton Ave
SW
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460 East 3565 Orange Ave NE
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Salem, Va. West Salem 1395 W. Main Street
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First Union and Wachovia to Divest - page 4
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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 and
internationally. 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 $74.8
billion at June 30, 2001. Wachovia's Web site is located at www.wachovia.com.
----------------
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", "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
--MORE--
First Union and Wachovia to Divest - page 5
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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.
Additional Information
- ----------------------
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).
--END--
LETTER SENT TO WACHOVIA SHAREHOLDERS REGARDING THE PROPOSED MERGER OF EQUALS OF
WACHOVIA AND FIRST UNION
[Letterhead of Wachovia]
July 25, 2001
Dear Fellow Wachovia Shareholder:
The finish line for Wachovia's proposed merger with First Union is in sight.
The August 3rd shareholder meeting is only days away.
I am writing today because we need your help to actually cross the finish
line.
In the last week, the two leading shareholder advisory organizations in the
country -- Institutional Shareholder Services (ISS) and Proxy Monitor,
Inc. -- both recommended that Wachovia shareholders vote FOR the First Union
merger. ISS said, 'We believe that Wachovia shareholders would be best served
voting in favor of the pending First Union transaction.' These two organizations
advise some of the largest, most prestigious and successful professional
investors in America.
Please weigh the facts carefully and vote FOR the merger with First Union on
the enclosed WHITE proxy card TODAY. If you hold shares in multiple accounts, it
is important that you mark, sign, date and return every WHITE proxy card you
receive so that all of your shares can be counted. Even if you have voted for
the merger on the blue proxy card, please send us a later-dated WHITE card to
ensure your vote is counted.
We believe that Wachovia and First Union together will be a great company,
built on the traditional Wachovia values: trust, integrity, personal
relationships, reliability, and superior customer service. As you make your
decision, here are three more things I encourage you to consider:
1. We believe the Wachovia/First Union combination will provide you with
greater value than Wachovia alone. The new Wachovia will give you a
choice so that you can receive at least the $2.40 annual dividend you now
enjoy. In addition, we believe that the new Wachovia's superior potential
for profit growth, greater capital strength, more conservative dividend
payout ratio and greater flexibility to increase future dividends all add
up to a better dividend than SunTrust's hypothetical dividend.
2. Wachovia and First Union share a strong commitment to superior customer
service. First Union has enjoyed nine consecutive quarters of improving
customer service and satisfaction as measured by the Gallup Organization.
3. Wachovia and First Union both reported excellent earnings for the second
quarter of 2001 and we have been gratified by the responses from stock
market analysts. In addition, First Union's stock price has far
outperformed SunTrust's since the beginning of this year.
If you have not voted, please vote TODAY.
Your vote is extremely important to us and if you don't vote, it is counted
as a vote against us. Please vote FOR the merger on the enclosed WHITE proxy
card, then sign, date and return the card TODAY.
Thank you for your continued support. Help us cross the finish line to
create the new Wachovia by voting your WHITE proxy card TODAY.
On Behalf of the Board of Directors
Sincerely,
L.M. BAKER, JR.
Chairman and Chief Executive Officer
IMPORTANT REMINDER
Your vote is extremely important. We need your vote TODAY to create the new
Wachovia. If you vote for the merger on SunTrust's blue card and our white
card on the same day, it could nullify your vote. Please vote FOR the merger
of Wachovia and First Union by signing, dating and returning the WHITE proxy
card TODAY. Please discard SunTrust's blue card.
LITIGATION UPDATE
On July 20, 2001, the North Carolina Business Court denied injunctive relief to
SunTrust and other shareholder plaintiffs who had sought to enjoin the proposed
merger between First Union and Wachovia. In particular, the Court upheld the
validity of the reciprocal stock options that First Union and Wachovia had
granted each other in connection with the merger and allowed the proposed
transaction to proceed to a shareholder vote. The Court's decision also held as
invalid one of the termination provisions of the Merger Agreement between the
parties, which did not allow either party to terminate the Merger Agreement if
it is not approved by shareholders. Although this aspect of the Court's decision
will not have any impact on Wachovia's ability to complete the merger with First
Union, Wachovia and First Union, in a letter agreement dated July 20, 2001,
amended the Merger Agreement to permit either party to terminate the Merger
Agreement immediately if it is not approved by either company's shareholders at
the meetings held for that purpose.
- -------------------
SHAREHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING
THE PROPOSED MERGER BETWEEN WACHOVIA AND FIRST UNION AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
SHAREHOLDERS MAY OBTAIN A FREE COPY OF THE JOINT PROXY STATEMENT/PROSPECTUS, AS
WELL AS OTHER FILINGS CONTAINING INFORMATION ABOUT WACHOVIA AND FIRST UNION,
WITHOUT CHARGE, AT THE SEC'S INTERNET SITE (HTTP://WWW.SEC.GOV). COPIES OF THE
JOINT PROXY STATEMENT/PROSPECTUS AND OTHER SEC FILINGS THAT WILL BE INCORPORATED
BY REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS CAN ALSO BE OBTAINED,
WITHOUT CHARGE, FROM WACHOVIA, INVESTOR RELATIONS, 100 NORTH MAIN STREET,
WINSTON-SALEM, NORTH CAROLINA 27150 (866-883-0789), OR FROM FIRST UNION,
INVESTOR RELATIONS, ONE FIRST UNION CENTER, CHARLOTTE, NORTH CAROLINA 28288-0206
(704-374-6782).
The information presented above 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
Wachovia Corporation and First Union 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
Wachovia's and First Union'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 Wachovia's and
First Union'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 Wachovia and
First Union 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 Wachovia's and First Union's
shareholders 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