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) May 15, 2001
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First Union Corporation
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(Exact name of registrant as specified in its charter)
North Carolina 1-10000 56-0898180
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One First Union Center
Charlotte, North Carolina 28288-0013
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (704) 374-6565
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(Former name or former address, if changed since last report.)
Item 7. Exhibits.
(c) Exhibits.
99(a) The News Release (as defined below).
99(b) The Supplemental Information (as defined below).
Item 9. Regulation FD Disclosure.
On May 15, 2001, First Union Corporation ("First Union") issued a news
release (the "News Release") relating to First Union's proposed merger of equals
(the "Merger") with Wachovia Corporation ("Wachovia"), which was previously
reported in First Union's Current Report on Form 8-K dated April 16, 2001. In
addition, First Union released certain supplemental information (the
"Supplemental Information") relating to the News Release. The News Release and
the Supplemental Information are attached hereto as Exhibit 99(a) and Exhibit
99(b), respectively, and are incorporated into this Item 9 by reference.
* * *
The News Release and the Supplemental Information may contain, among
other things, certain forward-looking statements with respect to each of First
Union, Wachovia 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 First Union, 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 First Union'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 First Union's control). The following factors, among others,
could cause First Union'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 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) the strength of the United States
economy in general and the strength of the local economies in which First Union
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 First Union'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 First Union's capital markets and capital
management activities, including, without limitation, First Union's mergers and
acquisition advisory business, equity and debt underwriting activities, private
equity investment activities, derivative securities activities, investment and
wealth management advisory businesses, and brokerage activities; (11) the timely
development of competitive new products and services by First Union 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 First
Union; (13) the willingness of customers to substitute competitors' products and
services for First Union'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 First Union'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 First Union's borrowers which could impact the repayment of
such borrowers' outstanding loans; and (22) the success of First Union 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 First Union with the Securities and Exchange Commission.
First Union cautions that the foregoing list of factors is not
exclusive. All subsequent written and oral forward-looking statements concerning
the Merger or other matters and attributable to First Union or any person acting
on its behalf are expressly qualified in their entirety by the cautionary
statements above. First Union does not undertake any obligation to update any
forward-looking statement, whether written or oral, relating to the matters
discussed in the News Release and the Supplemental Information.
SIGNATURES
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.
FIRST UNION CORPORATION
Date: May 15, 2001 By: /s/ Robert P. Kelly
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Name: Robert P. Kelly
Title: Executive Vice President and
Chief Financial Officer
Exhibit Index
Exhibit No. Description
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99(a) The News Release.
99(b) The Supplemental Information.