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 30, 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.
WACHOVIA EMPLOYEE Q&A REGARDING THE PROPOSED MERGER OF WACHOVIA AND FIRST UNION
LETTER SENT TO WACHOVIA SHAREHOLDERS REGARDING THE PROPOSED MERGER OF WACHOVIA
AND FIRST UNION
WACHOVIA EMPLOYEE Q&A REGARDING THE PROPOSED MERGER OF WACHOVIA AND FIRST UNION
Wachovia Shareholder's Meeting
------------------------------
Employee Q&A
1. Q. What happens at the shareholder's meeting on Aug. 3, 2001?
A. The shareholder's meeting on Aug. 3 is Wachovia's Annual Meeting and
is the meeting where shareholders will vote and proxy votes will be
submitted on the proposed merger of First Union and Wachovia. (State
law requires that for a merger of this size each company must have a
shareholder meeting.)
At the meeting, shareholders will vote on the issues that were listed
on the proxy card: the proposed merger of First Union and Wachovia,
the election of one of three classes of board of directors and the
selection of an auditor. There will be remarks from the chairman to
update the shareholders on Wachovia's performance.
If you have returned your proxy card, you do not need to be present at
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the meeting to cast your vote.
-----------------------------
2. Q. Who can attend Wachovia's shareholder's meeting on Aug. 3, 2001?
You must be a shareholder of record as of June 12, 2001, to attend the
Aug. 3, 2001 shareholder meeting. All Wachovia employees are not
necessarily shareholders. Receipt of a white proxy card from Wachovia
is confirmation that you are a shareholder
IMPORTANT NOTE: In an effort to provide employee shareholders with an
alternative to attending the actual shareholder meeting, the event
will be broadcast live by video at several company locations (see
questions 6 & 7 for more information). Employees who are not
shareholders also may attend the video broadcast.
3. Q. If I am a shareholder and plan to attend the meeting, do I need to
bring anything to document my shareholder status?
A. If you wish to attend the shareholder meeting and your shares are held
in the name of a broker, trust, bank or other nominee, you must bring
a copy of your proxy or a letter from the broker, trustee or nominee
with you to confirm your beneficial ownership of the shares. Do not
bring your actual proxy to the shareholder's meeting. Proxies held in
a street name must be returned by the deadline date listed on the
proxy card. See your proxy card for the mailing deadline date.
4. Q. Where and when will the meeting be held?
The shareholder meeting will be held at the Benton Convention Center
in Winston-Salem, N.C. and will begin at 10:30 a.m.
5. Q. What is the best means of transportation to the meeting if I plan to
attend?
Because parking and space will be very limited, employee shareholders
who plan to attend are being encouraged to carpool, use the trolley or
walk, where feasible.
6. Q. If I do not wish to attend the shareholder meeting, will there be an
alternative way for me to observe the proceedings?
A. Yes. The sites noted below will offer a live video broadcast of the
shareholder meeting. This will be a full-screen broadcast with no
interaction from participating conference sites. Entry will be on a
first-come, first-served basis.
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City Building Street Address Room Location Capacity
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Atlanta 191 Peachtree 191 Peachtree St, Video Room, 5th Fl. 50
Atlanta, GA
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Atlanta Operations Center 3579 Atlanta Ave, Room 1211, 2nd Fl. 25
Hapeville, GA
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Charlotte Main 400 South Tryon St. Board Room 25
Charlotte, NC
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Columbia Operations Center 1628 Browning Rd. Video Room, 2nd Fl. 15
Columbia, SC
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Greenville, NC Sales Finance Ctr. 1451 Thomas Langston Training Room #3 50
Rd,, Winterville, NC
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McLean, VA NOVA HQ 8270 Greensboro Dr. Video Room 15
McLean, VA
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Raleigh Main 227 Fayetteville St. Video Room 15
Mall, Raleigh, NC
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Richmond James Center 1021 East Cary St. Video Room 30
Richmond, VA
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Tampa Florida HQ 100 North Tampa St. Video Room 10
Tampa, Florida
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Winston-Salem Wachovia Center 100 North Main St. 16th Fl., Room 1640 100
Winston-Salem, NC
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Winston-Salem Wachovia Park 101 North Cherry St. Park Assembly Room 150
Winston-Salem, NC
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OFFITBANK Locations
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New York OFFITBANK 520 Madison Avenue 27th Fl. Board Room 30
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San Francisco OFFITBANK 150 California 20th Fl. Board Room 10
Street
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Miami OFFITBANK 1221 Brickell Suite 1550 Board Room 5
Avenue
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Charlotte OFFITBANK 227 West Trade Suite 2150 Board Room 20
Street
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Palm Beach OFFITBANK 180 Royal Palm Way Board Room 20
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7. Q. Do I need to my manager's approval to attend the shareholder meeting
or video broadcast?
Yes. Because the shareholder meeting will take place during business
hours, managers will need to ensure proper coverage is available to
meet customer and business needs. Employees who are shareholders are
encouraged to consult with their managers prior to attending the
meeting to ensure adequate coverage will be available to meet the
needs of their business unit.
8. Q. How will I be informed of the results of the shareholder meeting?
A. While the final results of the shareholder vote may not be available
for several days, information will be communicated through various
channels, including WNFO, Wachovia.com, e-mail and broadcast audix, as
soon as it is available.
LETTER SENT TO WACHOVIA SHAREHOLDERS REGARDING THE PROPOSED MERGER OF WACHOVIA
AND FIRST UNION.
[LETTERHEAD OF WACHOVIA]
July 27, 2001
Dear Wachovia Shareholder:
We are just a few short days away from the August 3rd shareholder meeting to
vote on the merger of Wachovia and First Union. We are more excited than ever
about the creation of the new Wachovia.
We are particularly pleased to hear from many of our employees that they are
already working well with their counterparts on the merger integration
planning--and that they believe the new Wachovia will embody the values we all
hold dear: trust, integrity, personal relationships, reliability and superior
customer service.
But we cannot create the new Wachovia without you. Your vote is critical. Here
---
are three things we would like you to remember about the new Wachovia:
. 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.
. 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.
. 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. Also, First Union's stock price has far
outperformed SunTrust's since the beginning of this year.
In addition, the two leading shareholder advisory organizations in the
country--Institutional Shareholder Services and Proxy Monitor, Inc.--recommend
that you vote FOR the Wachovia/First Union merger.
Please help us create the new Wachovia and realize its benefits for all
shareholders. We ask you to vote FOR the merger with First Union on the enclosed
WHITE proxy card TODAY. Your vote is extremely important to us and if you don't
vote, it is counted as a vote against us. It is not too late to vote.
We believe Wachovia and First Union are the right combination. Thank you for
your support.
On Behalf of the Board of Directors of Wachovia and First Union
Sincerely,
/s/ L.M. Baker, Jr.
L.M. BAKER, JR.
Chairman, President and CEO
Wachovia
/s/ Ken Thompson
KEN THOMPSON
Chairman, President and CEO
First Union
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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.
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If you have any questions, require assistance in filling out your proxy card, or
need additional copies of the Proxy Statement or related materials, please call
the Shareholder Hotline at 866-883-0789 or our proxy solicitors:
MacKenzie Partners, Inc.: 800-322-2885
Georgeson Shareholder: 800-223-2064
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The proposed merger of Wachovia and First Union will be submitted to Wachovia's
and First Union's shareholders for their consideration. 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 of such conditions on the
combined company's capital markets and asset management activities. Additional
factors that could cause Wachovia's and First Union's results to differ
materially from those described in the forward-looking statements can be found
in Wachovia's and First Union'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 Wachovia or
First Union or any person acting on their behalf are expressly qualified in
their entirety by the cautionary statements above. Wachovia and First Union 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.