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.
[ ] Definitive additional materials.
[X] 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: May 25, 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
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 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 Wachovia's and First Union'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 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.
The proposed transaction will be submitted to Wachovia's and First Union's
stockholders for their consideration, and on April 26, 2001 First Union filed a
registration statement on Form S-4 with the SEC containing a preliminary joint
proxy statement/prospectus of Wachovia and First Union 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 Wachovia and First Union, 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 Wachovia, Investor Relations, 100 North Main Street, Winston-Salem,
North Carolina 27150 (888-492-6397), or to First Union, Investor Relations, One
First Union Center, Charlotte, North Carolina 28288-0206 (704-374-6782).
Wachovia and First Union, and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from the
stockholders of Wachovia and First Union in connection with the merger.
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. 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. Additional
information regarding the interests of those participants may be obtained by
reading the definitive joint proxy statement/prospectus regarding the proposed
transaction when it becomes available.
INTERVIEW WITH JOHN MEDLIN, FORMER CHAIRMAN AND CHIEF EXECUTIVE
OFFICER OF WACHOVIA CORPORATION PUBLISHED INTERNALLY ON
WACHOVIA'S INTRANET
INTERNAL MEMO TO WACHOVIA SENIOR MANAGERS ANNOUNCING THE
FORMATION OF A MERGER OFFICE
WNFO
May 24, 2001
Writer: Paul Grantham
Review: John Medlin
Medlin Voices Support for Merger with First Union
In a rare media interview since his retirement from Wachovia, John
Medlin, former chairman and chief executive officer, endorsed Wachovia's
proposed merger with First Union.
"I support the First Union agreement not because of blind loyalty (to
Wachovia), but because of my intimate knowledge of what's gone on in the past
and what's best in the long term," Medlin told the Winston-Salem Journal this
week.
"This is the best combination when you look at all the possibilities,
when you look at other banks in the industry," he said. "It's a way of
preserving Wachovia's heritage, name and business."
First Union "made mistakes" by expanding too fast, he observed, but
built "an impressive franchise." He added that First Union "is recovering, and
its long-term growth potential is greater than SunTrust's."
Medlin served as Wachovia's chief executive for 17 years and expanded
the company into Georgia and South Carolina through mergers with First Atlanta
Corporation in 1985 and South Carolina National Corporation in 1991. After a
34-year career with Wachovia, he remains a civic leader and serves on the board
of directors of several national corporations and public service organizations.
In the interview, Medlin said that he supported the decision by the
Wachovia board of directors to reject the hostile proposal from SunTrust and
plans to vote his approximately 200,000 shares in favor of the merger with First
Union. Medlin also said that discussions with SunTrust of a possible merger
extended back to his tenure as Wachovia's chief executive, but SunTrust's
"cultural, strategic and operating differences were obstacles to a successful
combination" back then also.
He said that current Wachovia CEO Bud Baker has positioned the company
for success amid major changes in the banking industry - including a shift from
loans and deposits as the main source of business growth to asset management and
investment services. The expansion into such nontraditional financial services,
the increased pace of change in technology and the need for greater economies of
scale have helped drive consolidation in the industry.
In the interview, Medlin encouraged shareholders to "look at the facts"
and disregard the rhetoric when comparing the offers from First Union and
SunTrust. "Don't look at a few bucks that you might get in the short term unless
you are a day trader," Medlin said, adding that the proposed merger with First
Union represented "a long-term solid investment" for better growth potential for
long-term investors.
Medlin also endorsed First Union CEO Thompson as a person who could
help reap the full potential of the proposed merger, saying that he was someone
who exhibited the same admirable qualities and characteristics that have
distinguished Wachovians throughout the years.
"If Thompson had walked into Wachovia in the 1970s, we would have hired
him," Medlin said. "He's our kind of person."
This news release contains 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" 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 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) 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 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. All subsequent written and oral forward-looking
statements concerning the proposed transaction or other matters and attributable
to First Union or Wachovia or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements referenced 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:
You are urged to read the definitive joint proxy statement/prospectus regarding
the proposed merger between First Union and Wachovia when it becomes available,
because it will contain important information. You may obtain a free copy of the
preliminary joint proxy statement/prospectus filed as part of First Union's
registration statement on Form S-4, and other filings containing information
about First Union and Wachovia, including the definitive joint proxy
statement/prospectus when it becomes available, without charge, 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 also can 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 participants in
the proxy solicitation and a description of their direct and indirect interest,
by security holdings or otherwise, is contained in the materials filed with the
SEC by each of First Union and Wachovia on April 16, 2001.
To: Wachovia Senior Managers
From: Robert S. McCoy, Jr.
Date: May 25, 2001
Subject: Merger Office Formation
SunTrust's hostile acquisition proposal was soundly rejected by Wachovia's board
of directors on Tuesday. The specific reasons for this rejection have been
communicated clearly to SunTrust and widely publicized in the investment
community. However, SunTrust is persisting in its efforts to disrupt your
company's proposed merger with First Union. These efforts range from unwelcome
and misleading print ads directed at employees and shareholders to nuisance
lawsuits filed immediately after the board vote. There is no reason to believe
that these efforts will abate anytime soon.
Wachovia has hired the very best talent on Wall Street to assist us in this
conflict with the management and board of SunTrust. The investment banking firms
of Credit Suisse First Boston and Goldman Sachs each have highly skilled teams
working on our behalf. In addition, the world-class New York law firms of
Simpson Thacher & Bartlett and Wachtell, Lipton, Rosen & Katz have been
retained. Complementing this effort, First Union has engaged Merrill Lynch and
the law firm of Sullivan & Cromwell. The Abernathy McGregor Group, a New
York-based investor and public relations firm, will be assisting with media
relations and communications strategy.
To coordinate our advisers and act as a central office for all strategy
development, communications, and information flow relating to the SunTrust
hostile proposal, a Merger Office led by Leonard Robinett was established today.
Until the SunTrust situation is fully resolved, the Merger Office will provide
full-time leadership and coordination to our efforts to communicate effectively
with shareholders, employees, the media and Wall Street regarding SunTrust's
hostile activities.
The hostile activities of SunTrust are distracting and unproductive, but they
must be treated seriously. Effective immediately, please contact Leonard
Robinett with all requests for information, market intelligence and all other
matters related to the SunTrust proposal. All legal matters should first be
referred to Ken McAllister and media inquiries should continue to be directed to
Ed Hutchins in Corporate Communications.
Thank you.
This news release contains 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" 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 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) 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 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. All subsequent written and oral forward-looking statements
concerning the proposed transaction or other matters and attributable to First
Union or Wachovia or any person acting on their behalf are expressly qualified
in their entirety by the cautionary statements referenced 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:
You are urged to read the definitive joint proxy statement/prospectus regarding
the proposed merger between First Union and Wachovia when it becomes available,
because it will contain important information. You may obtain a free copy of the
preliminary joint proxy statement/prospectus filed as part of First Union's
registration statement on Form S-4, and other filings containing information
about First Union and Wachovia, including the definitive joint proxy
statement/prospectus when it becomes available, without charge, 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 also can 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 participants in
the proxy solicitation and a description of their direct and indirect interest,
by security holdings or otherwise, is contained in the materials filed with the
SEC by each of First Union and Wachovia on April 16, 2001.