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
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(Name of Registrant as Specified in Its Charter)
N/A
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Date: June 19, 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 June 18, 2001 First Union filed an
amended 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.
WACHOVIA INVESTMENTS LETTER TO CUSTOMERS SERVED BY INVESTMENT CONSULTANTS
Date
[Customer Name]
[Customer Address]
[City, State, Zip]
Dear [Customer Name],
In April, Wachovia Corporation, parent company of Wachovia Securities, Inc., and
First Union Corporation announced a definitive agreement to combine in a
proposed merger of equals. After this merger, the resulting company will be
called Wachovia Corporation, which will be headquartered in Charlotte, N.C.
On May 14, SunTrust Banks, Inc. made an unsolicited proposal to acquire Wachovia
Corporation. On May 22, the Wachovia Board of Directors rejected this proposal
and reaffirmed its commitment to the planned merger of equals with First Union
Corporation.
We believe that the merger with First Union is compelling and is a merger of
equals. The new board will be comprised of 50 percent Wachovia and 50 percent
First Union directors. Senior leadership for the holding company will include
key executives from both companies. We believe that the new Wachovia will be one
of the strongest financial services companies in the country.
Our two companies' philosophies, business strategies, vision and values are
remarkably similar. Our corporate cultures are very similar, focused on
customer relationships. We share a commitment to provide exceptional customer
service. Our new organization will combine two long legacies of excellence in
investment services.
We value our relationship with you. We have chosen to approach the combination
of our two organizations in a deliberate manner to help ensure that this
transition is as seamless as possible. You will continue to receive the same
high-quality service that you have come to expect.
More detailed information regarding our proposed merger is available at the
Wachovia Web site, www.wachovia.com in the "Merger News" section. Please
----------------
contact [IC name] at [IC phone] or call the Investor Center at 1-800-922-9008
with any questions you may have. We look forward to continuing to serve your
investment needs.
Sincerely,
Terri G. Powell
Managing Director
Wachovia Investments
This letter contains forward-looking statements regarding Wachovia Corporation.
All forward-looking statements involve risk and uncertainty and actual results
could differ materially from the anticipated results or other expectations
expressed in the forward-looking statements. A discussion of factors that could
cause actual results to differ materially from those expressed in the forward-
looking statements is included in Wachovia's filings with the Securities and
Exchange Commission.
In connection with the proposed transaction with Wachovia, on June 1, 2001,
First Union filed an amended registration statement on Form S-4 with the
Securities and Exchange Commission containing a preliminary joint proxy
statement/prospectus of First Union and Wachovia. Stockholders are urged to
read the definitive joint proxy statement/prospectus regarding the proposed
transaction when it becomes available and any other relevant documents filed
with the SEC because they will contain important information. You may obtain a
free copy of the registration statement and the joint proxy
statement/prospectus, without charge, at the SEC's internet site
(http://www.sec.gov). Copies of these documents can also 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 director and
officer participants in the proxy solicitation and a description of their direct
and indirect interest, by security holdings or otherwise, is contained in the
proxy materials filed with the SEC by First Union on March 13, 2001 and by
Wachovia on March 19, 2001. Additional information regarding the interests of
participants in the proxy solicitation may be obtained by reading the
registration statement and the definitive joint proxy statement/prospectus
regarding the proposed transaction when it becomes available. The information
presented above may contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Factors that could cause
actual results to differ materially from those described in the forward-looking
statements can be found in First Union's and Wachovia's public reports filed
with the SEC.
WACHOVIA INVESTMENTS DIRECT LETTER
Date
[Customer Name]
[Customer Address]
[City, State, Zip]
Dear [Customer Name],
In April, Wachovia Corporation, parent company of Wachovia Securities, Inc., and
First Union Corporation announced a definitive agreement to combine in a
proposed merger of equals. After this merger, the resulting company will be
called Wachovia Corporation, which will be headquartered in Charlotte, N.C.
On May 14, SunTrust Banks, Inc. made an unsolicited proposal to acquire Wachovia
Corporation. On May 22, the Wachovia Board of Directors rejected this proposal
and reaffirmed its commitment to the planned merger of equals with First Union
Corporation.
We believe that the merger with First Union is compelling and is a merger of
equals. The new board will be comprised of 50 percent Wachovia and 50 percent
First Union directors. Senior leadership for the holding company will include
key executives from both companies. We believe that the new Wachovia will be one
of the strongest financial services companies in the country.
Our two companies' philosophies, business strategies, vision and values are
remarkably similar. Our corporate cultures are very similar, focused on
customer relationships. We share a commitment to provide exceptional customer
service. Our new organization will combine two long legacies of excellence in
investment services.
We value our relationship with you. We have chosen to approach the combination
of our two organizations in a deliberate manner to help ensure that this
transition is as seamless as possible. You will continue to receive the same
high-quality service that you have to expect.
More detailed information regarding our proposed merger is available at the
Wachovia Web site, www.wachovia.com in the "Merger News" section. Please call
----------------
the Investor Center at 1-800-922-9008 with any questions you may have. We look
forward to continuing to serve your investment needs.
Sincerely,
Raymond C. Mulligan
Managing Director
Wachovia Investments
This letter contains forward-looking statements regarding Wachovia Corporation.
All forward-looking statements involve risk and uncertainty and actual results
could differ materially from the anticipated results or other expectations
expressed in the forward-looking statements. A discussion of factors that could
cause actual results to differ materially from those expressed in the forward-
looking statements is included in Wachovia's filings with the Securities and
Exchange Commission.
In connection with the proposed transaction with Wachovia, on June 1, 2001,
First Union filed an amended registration statement on Form S-4 with the
Securities and Exchange Commission containing a preliminary joint proxy
statement/prospectus of First Union and Wachovia. Stockholders are urged to
read the definitive joint proxy statement/prospectus regarding the proposed
transaction when it becomes available and any other relevant documents filed
with the SEC because they will contain important information. You may obtain a
free copy of the registration statement and the joint proxy
statement/prospectus, without charge, at the SEC's internet site
(http://www.sec.gov). Copies of these documents can also 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 director and
officer participants in the proxy solicitation and a description of their direct
and indirect interest, by security holdings or otherwise, is contained in the
proxy materials filed with the SEC by First Union on March 13, 2001 and by
Wachovia on March 19, 2001. Additional information regarding the interests of
participants in the proxy solicitation may be obtained by reading the
registration statement and the definitive joint proxy statement/prospectus
regarding the proposed transaction when it becomes available. The information
presented above may contain forward-
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Factors that could cause actual results to differ materially
from those described in the forward-looking statements can be found in First
Union's and Wachovia's public reports filed with the SEC.
THE FOLLOWING NEWS RELEASE WAS ISSUED BY FIRST UNION AND WACHOVIA
[FIRST UNION [WACHOVIA
logo appears here] logo appears here]
Media Contacts:
First Union: Mary Eshet 704-383-7777
Wachovia: Jay E. Reed 336-732-5855
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 STATEMENT ON N.C. BUSINESS COURT RULING
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First Union and Wachovia made the following statement regarding the ruling by
the North Carolina Business Court today:
The judge's decision today on preliminary motions means that all parties will
have the opportunity to more fully develop the factual record. We are confident
we will ultimately prevail in this case. Meanwhile, we continue to be focused on
integration planning for our merger of equals that we believe represents the
best value for Wachovia and First Union shareholders.
First Union: (NYSE:FTU), with $253 billion in assets and stockholders' equity of
$16 billion at March 31, 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 Winston-Salem, N.C., and Atlanta, and had assets of $74 billion at December
31, 2000.
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 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, and, on June 18, 2001, First Union filed
an amended registration statement on Form S-4 with the SEC containing a
preliminary joint proxy statement/prospectus of First Union and Wachovia 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 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 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).
First Union and Wachovia, and their respective directors and executive officers,
and others may be deemed to be participants in the solicitation of proxies from
the stockholders of First Union and Wachovia in connection with the merger.
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. 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. Additional information regarding
the interests of participants may be obtained by reading the registration
statement and the definitive joint proxy statement/prospectus regarding the
proposed transaction when it becomes available.
###
JOHN MEDLIN DISCUSSES INDUSTRY CHANGES AND THE KEY TO PRESERVING WACHOVIA'S
HERITAGE. THE STATEMENTS HEREIN REPRESENT THE CURRENT BELIEFS, OPINIONS AND
EXPECTATIONS OF MR. MEDLIN.
John Medlin, former chairman and chief executive officer of Wachovia, recaps
recent changes in the financial services industry and explains why the proposed
merger of equals with First Union is the key to preserving Wachovia's heritage
and why SunTrust's hostile takeover proposal would not achieve the same results.
John Medlin, former chairman and chief executive officer of Wachovia,
will be the first to point out that the financial services industry has changed
dramatically since he retired in 1993. These changes have required financial
service companies to evaluate their earnings constantly and to invest in new
services as revenue growth slowed from traditional lines of business.
"In the `70s and `80s earnings growth in banking primarily resulted
from loans and deposits," Medlin said. "Loans and the deposits to fund them grew
strongly, driven by a volatile, inflationary economy, high interest rates and
deregulation of deposit rates. Careful management of credit risk and interest
rate risk was the key to good interest spreads and steady earnings growth."
In the `90s, however, inflation and interest rates were subdued, and
consumers began to take advantage of other options for better returns on their
investments, including the use of mutual funds. The growth and profit margin of
traditional banking services moderated as customers funneled more and more money
into mutual funds rather than into the deposits needed by banks to fund loan
growth.
"In the early `90s total core deposits in the banking system were
around $2 trillion, while mutual fund assets were only $600 billion," Medlin
said. "By 2000, core banking deposits had risen modestly to $2.5 trillion, while
mutual fund assets had skyrocketed to $7 trillion in a fast rising stock
market."
Meanwhile, businesses began to meet more of their borrowing needs
through alternatives to bank loans, including the use of capital markets.
Wachovia anticipated these changes by entering the brokerage and mutual
fund businesses in the late `80s and later began securitizing and selling
mortgage, credit card and auto loans and offering capital markets services to
meet customers' credit needs as growth in deposits slowed.
In the 1990s CEO Bud Baker and Wachovia's senior executives conducted
strategic studies that led to the expansion of capital markets, wealth
management and other fee income business such as insurance sales.
"These new lines of business could be built internally, bought or
developed through a merger or partnership with another organization," Medlin
said. "Due to the rapid pace of change and shareholder expectations, it became
unrealistic to grow these lines of business fast enough internally. It was
better to acquire or merge with companies that already had the necessary
capabilities. That is why Wachovia has been acquiring companies such as
Interstate/Johnson Lane, OFFITBANK, DavisBaldwin, Barry, Evans Josephs and
Snipes, and Hamilton Dorsey Alston."
More recently as Wachovia's senior executives considered additional
alternatives to position the company better for the future and to strengthen
lines of business with higher growth potential, they evaluated possible merger
partners well positioned in faster growing business lines and markets.
"As it turned out, our neighbor - First Union - was the best
candidate," Medlin said. "People have said that a merger between Wachovia and
First Union is unthinkable, but the once unthinkable seems to happen regularly
in these unusual and fast-moving times.
"For example, four of the previous five largest banks in New York City
are one today. Manufacturers Hanover merged with Chemical. Then Chemical merged
with Chase, and Chase merged with JP Morgan to form JP Morgan Chase."
In addition, Medlin says many people are overlooking some key elements
regarding Wachovia's compatibility with First Union.
"Wachovia and First Union grew up in North Carolina, which always has
allowed statewide branching. SunTrust grew up in Georgia and Florida where until
the early `80s financial service companies had to have a separate bank in every
county. Making the transition from a decentralized banking model to a
centralized one takes years. SunTrust did not merge its 28 banks in Georgia and
Florida into one until last year and the vestiges of the decentralized way of
operating remain."
The merger with First Union will give Wachovia a much stronger position
in brokerage, mutual fund, wealth management and capital markets than would
SunTrust. In addition, it will fill out Wachovia's Florida franchise; add a key
presence and density in important growth markets along the East Coast; and
provide the necessary size and scale for the future as the fixed cost of
maintaining modern technology escalates.
"To achieve its strategic goals, Wachovia needs to be among the five to
10 largest banks in the country," Medlin said. "The financial services industry
is rapidly becoming more concentrated and more competitive. Wachovia's bank card
business, the sale of which recently was announced, at $8 billion was the 12th
largest in the country. Yet, it was having increasing difficulty competing with
giant card companies.
"The proposed merger of equals with First Union will make the new
Wachovia the fourth largest banking company in the country. That, along with the
other advantages that are expected, should solidify our standing as a formidable
competitor long into the future and help preserve Wachovia's rich heritage and
service culture.
"For more than a century, the Wachovia name has been symbolic of
soundness, progressiveness, integrity and a commitment to superior customer
service. Through the proposed merger of equals with First Union, this legacy can
live on. It is a bold and visionary move like those made by Wachovia pioneers
Col. Francis Fries and Robert Hanes in earlier decades of the last century,"
Medlin concluded.