SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 16, 2001
WACHOVIA CORPORATION
(Exact name of registrant as specified in its charter)
NORTH CAROLINA No. 1-9021 No. 56-1473727
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
100 North Main Street, Winston-Salem, NC 27101
191 Peachtree Street NE, Atlanta, GA 30303
(Address of principal executive offices)
Registrant's telephone number,
including area code:
Winston-Salem 336-770-5000
Atlanta 404-332-5000
Not applicable
(Former name or former address, if changed since last report)
Items 1 - 4. Not Applicable
Item 5. Other Events
The Merger
On April 16, 2001, Wachovia Corporation ("Wachovia") and First
Union Corporation ("First Union") announced that they had
agreed to combine in a merger of equals, pursuant to an
Agreement and Plan of Merger, dated as of April 15, 2001 (the
"Merger Agreement"). Pursuant to the Merger Agreement,
Wachovia will merge with and into First Union, with First
Union as the surviving corporation (the "Merger"). Upon
effectiveness of the Merger, First Union will change its name
to Wachovia Corporation.
As a result of the Merger, each outstanding share of Wachovia
common stock will be converted into 2.0 shares of First
Union's common stock. The Merger is intended to constitute a
reorganization under Section 368(a) of the Internal Revenue
Code of 1986, as amended, and is to be accounted for as a
purchase. Consummation of the Merger is subject to various
conditions, including: (i) receipt of the approval of the
Merger Agreement by Wachovia's and First Union's
stockholders; (ii) receipt of requisite regulatory approvals
from the Board of Governors of the Federal Reserve System and
other federal and state regulatory authorities; (iii) receipt
of opinions as to the tax treatment of the Merger; (iv)
listing on the New York Stock Exchange, Inc., subject to
notice of issuance, of First Union's common stock to be issued
in the Merger; and (v) satisfaction of certain other
conditions.
In connection with the Merger Agreement, each of Wachovia and
First Union entered into reciprocal stock option agreements,
dated as of April 15, 2001, pursuant to one of which Wachovia
has the right, under certain circumstances and among other
things, to purchase up to 19.9% of the issued and outstanding
shares of common stock of First Union, at a price equal to
$31.892 per share, and pursuant to the other of which First
Union has the right, under certain circumstances and among
other things, to purchase up to 19.9% of the issued and
outstanding shares of common stock of Wachovia, at a price
equal to $59.842 per share.
The news release jointly issued by Wachovia and First Union
announcing the Merger is included as Exhibit 99.1 to this
report and is incorporated into this Item 5 by reference (the
"Merger Release").
On April 16, 2001, Wachovia and First Union intend to hold a
presentation for analysts and others regarding the Merger (the
"Meeting"), which will be accessible via the Internet and by
conference call. At the Meeting, certain financial and other
information relating to the Merger will be presented (the
"Merger Presentation Materials"). The Merger Presentation
Materials are included as Exhibit 99.2 to this report and are
incorporated into this Item 5 by reference. Information
regarding the Meeting is included in the Merger Release.
2001 Annual Meeting and First Quarter 2001 Earnings
In connection with the Merger, Wachovia also announced first
quarter 2001 earnings and that it was postponing its 2001
Annual Shareholders' Meeting, which was scheduled to occur on
Friday, April 27, 2001. The news release announcing first
quarter earnings and postponement of the Annual Shareholders'
Meeting is included as Exhibit 99.3 to this report and is
incorporated into this Item 5 by reference.
Wachovia currently expects that the 2001 Annual Shareholders'
Meeting will be held in conjunction with the meeting at which
its shareholders will vote on the Merger and the transactions
related to the Merger. Information relating to such meeting
will be released to shareholders when available.
Item 6. Not Applicable
Item 7. Exhibits.
99.1 The Merger Release
99.2 The Merger Presentation Materials
99.3 The Earnings Release and Postponement of Annual
Shareholders' Meeting
Item 8. Not Applicable
Item 9. Regulation FD Disclosure
The Merger Release, the Merger Presentation Materials, the
Earnings Release and Postponement of Annual Shareholders'
Meeting, and any statements made by Wachovia may contain,
among other things, certain forward-looking statements with
respect to each of Wachovia, First Union and the combined
company following the Merger, as well as the goals, plans,
objectives, intentions, expectations, financial condition,
results of operations, future performance and business of
Wachovia, including, without limitation, (i) statements
relating to the benefits of the Merger, including future
financial and operating results, cost savings, enhanced
revenues, and the accretion to reported earnings that may be
realized from the Merger, (ii) statements regarding certain of
Wachovia's goals and expectations with respect to earnings,
earnings per share, revenue, expenses, and the growth rate in
such items, as well as other measures of economic performance,
including statements relating to estimates of credit quality
trends, and (iii) statements preceded by, followed by or that
include the words "may", "could", "would", "should",
"believes", "expects", "anticipates", "estimates", "intends",
"plans", "targets" "probably", "potentially", "projects" or
similar expressions. These forward-looking statements involve
certain risks and uncertainties that are subject to change
based on various factors (many of which are beyond Wachovia's
control). The following factors, among others, could cause
Wachovia's financial performance to differ materially from the
goals, plans, objectives, intentions, and expectations
expressed in such 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 stockholders to approve the Merger; (7) the strength
of the United States economy in general and the strength of
the local economies in which Wachovia conducts 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 Wachovia's loan
portfolio and allowance for loan losses; (8) the effects of,
and changes in, trade, monetary and fiscal policies and laws,
including interest rate policies of the Board of Governors of
the Federal Reserve System; (9) inflation, interest rate,
market and monetary fluctuations; (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 Wachovia's capital markets,
brokerage and asset management activities; (11) the timely
development of competitive new products and services by
Wachovia and the acceptance of these products and services by
new and existing customers; (12) the willingness of customers
to accept third party products marketed by Wachovia; (13) the
willingness of customers to substitute competitors' products
and services for Wachovia's products and services and vice
versa; (14) the impact of changes in financial services' laws
and regulations (including laws concerning taxes,
banking, securities and insurance); (15) technological
changes; (16) changes in consumer spending and saving habits;
(17) the effect of corporate restructurings, acquisitions
and/or dispositions, including, without limitation, the
Merger, and the actual restructuring and other charges related
thereto; (18) the growth and profitability of Wachovia's
noninterest or fee income being less than expected; (19)
unanticipated regulatory or judicial proceedings; (20) the
impact of changes in accounting policies by the Securities and
Exchange Commission; (21) adverse changes in the financial
performance and/or condition of Wachovia's borrowers which
could impact the repayment of such borrowers' outstanding
loans; and (22) the success of Wachovia at managing the risks
involved in the foregoing. Additional information with respect
to factors that may cause actual results to differ materially
from those contemplated by such forward-looking statements is
included in the reports filed by Wachovia with the Securities
and Exchange Commission. Wachovia cautions that the foregoing
list of factors is not exclusive. All subsequent written and
oral forward-looking statements concerning the Merger, the
Earnings Release or other matters and attributable to Wachovia
or any person acting on its behalf are expressly qualified in
their entirety by the cautionary statements above. Wachovia
does not undertake any obligation to update any
forward-looking statement, whether written or oral, relating
to the matters discussed in the Merger Release, the Merger
Presentation Materials, the Earnings Release and Postponement
of Annual Shareholders' Meeting.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WACHOVIA CORPORATION
By: /s/ Robert S. McCoy, Jr.
------------------------
Name: Robert S. McCoy, Jr.
Title: Vice Chairman and Chief Financial Officer
Date: April 16, 2001
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 The Merger Release
99.2 The Merger Presentation Materials
99.3 The Earnings Release and Postponement of Annual
Shareholders' Meeting