UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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 Pursuant to (S) 240.14a-11(c) or (S) 240.14a-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)(4) and 0-11.
(1) Title of each class 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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[_] 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
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Date: July 30, 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.
AD TO BE RUN IN THE CAROLINAS MARKET RELATING TO THE PROPOSED MERGER OF EQUALS
OF WACHOVIA AND FIRST UNION.
AD TO BE RUN IN THE GEORGIA MARKET RELATING TO THE PROPOSED MERGER OF EQUALS OF
WACHOVIA AND FIRST UNION
AD TO BE RUN IN THE CAROLINAS MARKET RELATING TO THE PROPOSED MERGER OF EQUALS
OF WACHOVIA AND FIRST UNION.
Thank You To The Carolinas For Your Warm Support Of The Wachovia / First Union
Merger
"I write in support of the First Union and Wachovia bank merger. These
institutions have been leaders in the area of community economic development and
were among the first to invest in statewide strategies to build the asset base
in low-wealth communities... The commitment of these institutions is evidenced
in their active support and participation of the local, state and national
levels."
Andrea L. Harris
North Carolina Institute of Minority Economic Development, Inc.
"I am writing to support the application for the merger between First Union
Corporation and Wachovia Corporation...Wachovia's CEO, Bud Baker, and other
senior management of the bank, have been leaders in the community development
movement in North Carolina and elsewhere...I have great confidence that the "New
Wachovia" will be one of the most ethical and scrupulous home lenders in the
nation...I believe it is in the best interest of the customers and the
communities that I serve for this merger to be approved."
Martin D. Eakes
Self Help
"The North Caroline NAACP has maintained a working relationship with Wachovia
Bank, therefore, we are keenly aware of the efforts this bank has put forth to
improve their Community Re-investment Record. They have put forth great efforts
to target specific Financial Products to meet the needs of African Americans and
other Minorities of he low wealth...As a result of the aforementioned reasons,
we are in full support of the merger of Wachovia Bank with First Union Bank."
Rev. George I. Allison
Former Executive Director of North Carolina NAACP, currently with Democracy
South
"Charlotte-Mecklenburg Housing Partnership is pleased to support the merger of
First Union Bank and Wachovia Bank...Given their current Outstanding ratings
from the Office of the comptroller of the Currency and the recent commitment to
a strategic plan that will provide funds for affordable housing initiatives we
are looking forward to leveraging our relationship with the "new" Wachovia to
increase our results in meeting the affordable housing needs in our community by
expanding products, programs and services."
Patricia G. Garret
Charlotte-Mecklenburg Housing Partnership
"Please accept this letter regarding the pending merger application of Wachovia
Bank and First Union National Bank. the North Carolina Community Development
initiative has had a long working relationship with both of these institutions,
which has contributed to our growth and impact on low-wealth communities
throughout the state."
Abdul Sm Rasheed
North Carolina community Development Initiative, Inc.
"On behalf of the South Carolina Low Income Coalition (SCLIHC), I want to voice
our strong support for the First Union National Bank and Wachovia Bank merger...
First Union and Wachovia are proud to have outstanding Community Reinvestment
Act ratings and are committed to continuing their leadership in community
development initiatives that will enhance the quality of life in our communities
where we work and play."
Charles E. Gardner
South Carolina Low Income Housing Coalition
"First Union has set public, measurable goals to better serve low income and
minority families. Our North Carolina banks [Wachovia and First Union] are
proven partners with community groups and have pledged to do more. We believe
the new bank will better serve the community and we support the merger with
Wachovia."
Peter Skillern
Community Reinvestment Association of North Carolina
The Community Has Spoken
These are just a few of the many who have voiced their support for the Wachovia
/ First Union merger.
[Logo of First Union] [Logo of Wachovia]
The new Wachovia.
The Right Combination for the Carolinas.
(Permission to use quotes was received)
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.
AD TO BE RUN IN THE GEORGIA MARKET RELATING TO THE PROPOSED MERGER OF EQUALS OF
WACHOVIA AND FIRST UNION.
Thank You Georgia For Your Warm Support Of The Wachovia / First Union Merger
"The Atlantic Center for Homeownership is pleased to support the merger of First
Union and Wachovia...We feel that the new Wachovia will be a financial
institution that will be a valued mortgage partner for the low-and moderate-
income community."
Cecilia Rutledge
Atlanta Center of Homeownership
"The Cooperative Resource Center, Inc. (CRC) is pleased to support the merger of
First Union National Bank and Wachovia...We feel that the merger between First
Union and Wachovia will create a financial institution that will become a valued
mortgage partner for the low and moderate income community."
W. Craig Taylor
Cooperative Resource Center
"I am writing to offer the Latin American Association's support to the proposed
First Union/Wachovia merger...The Latin American Association is proud to have a
strong partnership with Wachovia and looks forward to a continued partnership
upon the First Union/Wachovia merger."
Maritza Soto Keen
Latin American Association
"...I am writing you on behalf of all the members of the Clayton Country Branch
of the NAACP in support of the merger between First Union and Wachovia banks.
Both of these banks have received high ratings from the NAACP for their
commitment to diversity."
Rev. Joseph Wheeler
NAACP-Clayton County Branch
"This letter is in support of First Union's legacy of community development in
the field of microenterprise development and its agenda of promoting economic
development for low income citizens in the Southeast...Your new slogan -
"Together, We Are Better" - Community Commitment for the New Wachovia"
demonstrates your commitment for combined leadership efforts in the Community
Development Division."
Patricia Harris
Cobb Microenterprise Council
"This letter comes to you on behalf of the 120 member churches representing some
150,000 constituents of the Concerned Black Clergy of Metro Atlanta. After much
deliberation and research, we wish to endorse the merger between Wachovia and
First Union Banks...Both Wachovia and First Union have supported the community
and have been good partners."
Rev. Timothy McDonald III
Concerned Black Clergy of Metropolitan Atlanta
"MicroEnterprise for Greater Atlanta (MEGA), an initiative of The Community
Foundation for Greater Atlanta, is proud to support the merger of First Union
Bank and Wachovia...We know that the new Wachovia will be a financial
institution that will be a valued partner for the community."
Cheryl Desbordes
MicroEnterprise for Greater Atlanta
"The Georgia Hispanic Chamber of Commerce(GHCC) is pleased to support the merger
of First Union Bank and Wachovia. The GHCC recognizes both banks as leaders
within the Hispanic community...The GHCC feels that the new Wachovia will be a
financial institution that will be a valuable asset to the Hispanic community."
Sara Gonzalez
Georgia Hispanic Chamber of Commerce
"The Good Hope Missionary Baptist Church completely supports the merger of
Wachovia and First Union banks. Both banks have outstanding Community
Reinvestment Act ratings and are committed to continuing their leadership in
community service...The merger will be a win-win situation for both the citizens
of Augusta-Richmond County and the banks, and for that reason and the reasons
stated above, we give them our support."
Dr. Johnny R. Hatney
The Good Hope Missionary Baptist Church
"The Housing Authority of Fulton County (HAFC) is pleased to support the merger
of First Union Bank and Wachovia Bank...We look forward to a continued
prosperous and fruitful business relationship with this merger."
Bettye Davis
Housing Authority of Fulton County
The Community Has Spoken
These are just a few of the many who have voiced their support for the Wachovia
/ First Union merger.
[Logo of First Union] [Logo of Wachovia]
THE NEW WACHOVIA.
THE RIGHT COMBINATION FOR GEORGIA.
(Permission to use quotes was received)
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.