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 18, 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.
THE FOLLOWING AD WAS RUN IN MAJOR EAST COAST NEWSPAPERS RELATING TO THE PROPOSED
MERGER OF FIRST UNION AND WACHOVIA.
To All Wachovia Shareholders:
While the New Wachovia is
Looking Toward the Future,
SunTrust is Rooted in the Past.
SunTrust has made a lot of noise lately about its past. We believe you should
look at the future when evaluating the benefits of a Wachovia/First Union
merger.
Since any corporation's ability to declare and pay dividends depends on its
earnings and financial condition, dividends usually go up when profits go up. We
believe the profits of the new Wachovia will grow much faster than profits in a
hypothetical combination with SunTrust. That means the new Wachovia would have
more funds available to pay out to its shareholders.
Let's look at the future. Here are what we believe to be just a few of the
considerable strengths of a Wachovia/First Union merger.
Wachovia/First Union: The Benefits
Profit Growth (PHI) Superior - We expect at least 10-12% per year.
In a combination with SunTrust, profit growth will be lower
and affected by SunTrust's lackluster core earnings record.
Capital Strength (PHI) Stronger - Tier I capital ratio of 7.7%.
In a combination with SunTrust, Tier I capital ratio would be
dead last among the top 50 U.S. banks.
Dividend Payout (PHI) Conservative - 35% payout ratio in line
with banking industry norms.
In a SunTrust combination, SunTrust would be forced to
raise its dividend payout ratio to an uncomfortably high
47% -- this would place SunTrust's ratio significantly above
the industry norm (the 47th highest among the top 50
U.S.banks). In our view, this would also seriously limit
SunTrust's ability to invest in its businesses in the future
and could seriously restrict profit growth.
Ability to Increase More (PHI) Flexible - Faster profit growth and better
Dividends Future financial condition. We believe the new Wachovia
will offer a better dividend.
We believe in a combination with SunTrust, their ability to
increase dividends would be limited by slower profit growth
and lower capital.
Vote FOR the Wachovia/First Union merger
on the WHITE proxy card.
Your vote is important. Please vote today.
[First Union logo] [Wachovia logo]
If you have any questions regarding the merger, you may call our proxy
solicitors at the following hotlines. Representatives will be able to assist you
between 8 a.m. and 6 p.m. EDT. Please leave a message if you call after these
hours.
MacKenzie Partners: 800-322-2885
Georgeson Shareholder: 800-223-2064
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 are
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. Factors that could
cause actual results to differ materially from those described in the
forward-looking statements can be found in Wachovia's
and First Union's public reports filed with the SEC.