Pursuant to Rule 425 under the Securities
Act of 1933 and deemed filed pursuant to
Rule 14a-6(b) under the Securities Exchange
Act of 1934
Subject Company: Wachovia Corporation
Commission File No. 333-59616
Date: July 31, 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
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.
Stockholders are urged to read the definitive joint proxy
statement/prospectus regarding the proposed transaction and any other relevant
documents filed with the SEC, as well as any amendments or supplements to those
documents, because they contain (or will contain) important information. You
will be able to obtain a free copy of 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 have been or 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).
THE FOLLOWING ADVERTISEMENT APPEARED IN
CERTAIN NATIONAL AND REGIONAL PUBLICATIONS
Dear Wachovia Shareholder:
We are just a few short days away from the August 3rd shareholder meeting to
vote on the merger of Wachovia and First Union. We are more excited than ever
about the creation of the new Wachovia.
We are particularly gratified to hear from many employees that they are already
working well with their counterparts on the merger integration planning--and
that they believe the new Wachovia will embody the values we all hold dear:
trust, integrity, personal relationships, reliability and superior customer
service.
We hope you share our enthusiasm and vision for the future. Your vote means a
great deal to both of us. We cannot create the new Wachovia without you.
Please vote today. Your vote is critical.
[Picture of Ken Thompson and Bud Baker]
We ask for your vote FOR the merger of Wachovia and First Union on the WHITE
proxy card today.
On behalf of the Board of Directors of Wachovia and First Union
Sincerely,
/s/ L.M. Baker, Jr. /s/ Ken Thompson
L.M. Baker, Jr. Ken Thompson
Chairman, President and CEO Chairman, President and CEO
Wachovia First Union
If you have any questions regarding the merger or need help filling out your
proxy card, please call our proxy solicitors at the following hotlines.
Representatives will be available to assist you between 8: a.m. -9.p.m EDT.
MacKenzie Partners: 800-322-2885/Georgeson Shareholder Shareholder: 800-223-
2064
Important Reminder
If you hold shares in multiple accounts, it is important that you mark, sign,
date and return EVERY WHITE proxy card you receive so that all of your shares
can be counted. If you vote for the merger on SunTrust's blue card and our
white card on the same day, it could nullify your vote. Even if you have voted
for the merger on the blue proxy card, please send us a later-dated WHITE card
to ensure your vote is counted. Please Vote FOR the merger of Wachovia and
First Union by signing, dating and returning the WHITE proxy card TODAY.
Please discard SunTrust's blue card.
[First Union Logo] [Wachovia Logo]
Vote FOR the Wachovia/First Union merger on the WHITE proxy card.
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.
THE FOLLOWING LETTER APPEARED IN A REGIONAL PUBLICATION
Charlotte Observer Op Ed
By Ken Thompson
Mergers are often about getting bigger. The proposed friendly combination of
First Union and Wachovia is about getting better.
Let me tell you why.
At First Union, we understand that people make things happen. That's very
important to us. So we are committed to making the new Wachovia a place where
the most talented people want to work, where our customers and communities know
we'll always act in their best interests and where shareholders will see
enduring value. That is why we believe a First Union/Wachovia combination is the
right team for North Carolina, the right team for Charlotte and the best team in
the financial services industry.
I've spent the better part of my life in North Carolina, and I love calling
Charlotte home. I'm proud of our city and amazed at the progress we've made over
the past several years. I'm also proud that First Union - the company where I've
worked for 25 years - has helped contribute to that progress.
First Union and Wachovia are a unique strategic fit. We've grown up together and
have competed side-by-side. We have long admired each other's strengths and
recognize the potential of a First Union/Wachovia combination. Both Bud Baker
and I realize the new Wachovia will be a strong and lasting anchor for North
Carolina and an East Coast powerhouse positioned to serve our 19 million
customers better than ever.
With the First Union/Wachovia merger, Charlotte keeps the headquarters of the
combined company and becomes home to the fourth largest financial institution in
the country. That means more jobs with excellent benefits. This leads to
continued economic development and even greater civic involvement from the new
Wachovia employees who have already done so much to help our communities
succeed.
When our companies come together as one team, the effect on people throughout
Charlotte and the Southeast will be tremendous. As the new Wachovia, we'll
volunteer more than a million hours of our time to the education of children in
our communities. We'll provide more than 55,000 small business loans to help
entrepreneurs get started. And we'll support the neighborhoods we serve with $35
billion in community lending and investments over the next five years.
Most of all, we believe our combination will be good for customers. We want to
continue providing the excellent service our customers deserve. The most
important decision we made was to adopt a three-year timeframe to implement this
merger. This pace allows us to gain customer input and do things right the first
time, which ultimately means better service for our customers. Our goal is
clear: We do not want to lose one customer as a result of this merger.
Finally, a First Union/Wachovia combination will have the products and the size
to grow profits, which translates into direct economic benefits for our home
state - not to mention the thousands of shareholders who will benefit from a
higher stock price and greater dividends.
We've had enormous support from our customers, employees, friends in the
community and this city; my colleagues and I thank each of you for that. We look
forward to the benefits the new Wachovia will bring all of us.
THE FOLLOWING NEWS RELEASE WAS ISSUED BY FIRST UNION
July 31, 2001
Media Contact:
First Union: Ginny Mackin 704-383-3715
Mary Eshet 704-383-7777
Investor Contact:
First Union: Alice Lehman 704-374-4139
FIRST UNION SHAREHOLDERS APPROVE PROPOSED MERGER
WITH WACHOVIA
At Company's Shareholder Meeting, First Union CEO Ken Thompson
--------------------------------------------------------------
Provides Update On Merger Progress
----------------------------------
Charlotte - At its annual meeting today, First Union Corporation announced that
its shareholders have approved the company's proposed merger of equals with
Wachovia Corporation. Of those shareholders voting, more than 95 percent voted
for the merger.
"We are very pleased to receive this strong support from First Union
shareholders," said Ken Thompson, chairman and chief executive officer. "We
believe the Wachovia/First Union combination - the new Wachovia - will create a
company that is well positioned for profitable growth. We have made significant
progress toward completing the regulatory approval process, and we look forward
to seeing the results from the Wachovia shareholder meeting later this week,"
Thompson said. Wachovia shareholders have not yet voted and the merger is
subject to their approval. Wachovia's shareholder meeting is scheduled for
Friday, August 3.
Thompson also noted that First Union's strong second quarter performance - which
surpassed consensus forecasts from Wall Street - indicated that measures taken
to focus on core growth businesses, increase customer satisfaction levels and
control costs are taking effect. "In the second quarter, all of our core
businesses performed well, led by the General Bank," Thompson told First Union
shareholders. "At the same time, we reduced nonperforming assets and increased
our capital. Our strategic repositioning is now complete, and our unrelenting
attention to improving customer service levels is showing substantive,
quantifiable results," Thompson added.
In other annual meeting business, First Union shareholders ratified the
selection of KPMG LLP as outside auditors and approved a new management
incentive plan linked to creation of
8
shareholder value. Shareholders elected G. Alex Bernhardt Sr., Joseph Neubauer,
Lanty L. Smith and Dr. Ruth G. Shaw as Class 3 directors for three-year terms
ending in 2004 and Roddey Dowd Sr. as a Class 1 director for a term ending in
2002.
First Union (NYSE:FTU), with $246 billion in assets and stockholders' equity of
$16 billion at June 30, 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 and brokerage products and services can be
accessed through www.firstunion.com.
------------------
Photo Available: An accompanying photo of Thompson at the meeting is available
at the time of the press release from http://www.prnewswire.com.
-------------------------
Video News Release: B-roll and sound-bites of the shareholder meeting can be
downlinked from the following coordinates: Telstar 6C-08, Band-C. Uplink
frequency 6085 MHz (V). Downlink frequency 3860 MHz (H), 3:00-3:30 p.m. EDT.
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
Stockholders are urged to read the definitive joint proxy statement/prospectus
regarding the proposed transaction and any other relevant documents filed with
the SEC, as well as any amendments or supplements to those documents, because
they contain (or will contain) important information. You will be able to
obtain a free copy of 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 have been or will be
9
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).
10
THE FOLLOWING PRESENTATION MATERIALS WERE USED BY FIRST UNION IN CONNECTION WITH
ITS ANNUAL MEETING OF SHAREHOLDERS
Annual Meeting Of Shareholders
--------------------------------------------------------------------------------
First Union Corporation
Ken Thompson
Chariman and CEO
July 31, 2001
Repositioned for Growth
--------------------------------------------------------------------------------
. 2000/2001 - A hard but rewarding journey
. The New Wachovia
- Outstanding franchise
- Compelling financials
- Integration planning --
well-organized and progressing
1
--------------------------------------------------------------------------------
2000/2001:
Repositioned for Growth
--------------------------------------------------------------------------------
2
Strengthened
Corporate Governance
--------------------------------------------------------------------------------
. New executive team
. Reduced size of Board from 22 to 14
. Designated lead independent director
. All Board committees chaired by independent directors
. Closely aligned compensation with shareholder interests
3
Restructured to Better Compete
--------------------------------------------------------------------------------
Credit Cards Sold portfolio
Mortgage Servicing Sold portfolio
The Money Store Securitized/sold loan portfolio
Branches Sold 84 non-strategic branches
Balance Sheet Sold $13 billion of investment securities
Staffing Reduced headcount
Capital Reduced dividend to strengthen capital base
4
Reduced Expenses Without Affecting Growth or Customer Service
--------------------------------------------------------------------------------
Operating Expense
[GRAPHIC]
5
Strengthened Our Capital Base
--------------------------------------------------------------------------------
Tier I Risk-Based Capital Ratio
[GRAPHIC]
6
General Bank -- Excellent Operating Performance and Trends Evident
--------------------------------------------------------------------------------
General Bank (Q2 '01 vs. Q2 '00)
Revenue Up 9%
Expenses Down 3%
Earnings Up 28%
Customer Service Improved 9 consecutive quarters
Customer Attrition 13% versus 15% industry estimate
Consumer Loan Production Up 58%
Average Core Deposits Up 2%
7
Capital Management -- Revenue Stability in a Tough Operating Environment
--------------------------------------------------------------------------------
Capital Management
[GRAPHIC]
8
Corporate and Investment Banking--
Revenue Growth in a Challenging Operating Environment
--------------------------------------------------------------------------------
Corporate & Investment Banking
(Excludes principal investing gains/losses)
[GRAPHIC]
9
Breakout Results
Achieved in 2Q 2001
--------------------------------------------------------------------------------
Second Quarter ended June 30, 2001
(versus March 31, 2001)
. Revenue up 11% annualized
- Up in all 3 businesses
. Expenses flat 3 quarters in a row
. Earnings exceeded expectations by 5%
. Nonperforming loans declined 6%
. Added $30 million to reserves
. Grew capital base again
10
The Market Is Rewarding Our Efforts
--------------------------------------------------------------------------------
Stock Price Performance through July 27, 2001
[GRAPHIC]
11
--------------------------------------------------------------------------------
First Union/Wachovia:
The New Wachovia
--------------------------------------------------------------------------------
12
The New Wachovia--
Outstanding Franchise
--------------------------------------------------------------------------------
Market Leadership in a Superior Footprint
[GRAPHIC]
#1 Retail Bank in East
Deposit
Rank State Share
#1 North Carolina 24%
#1 South Carolina 21%
#1 Virginia 20%
#1 Eastern PA 20%
#1 Georgia 19%
#2 Florida 16%
#2 New Jersey 12%
Source: SNL Securities. Ranked by proforma deposit market share at 6/30/00.
13
The New Wachovia* -- A Superior
Franchise -- Particularly in High
Growth Business
--------------------------------------------------------------------------------
Corporation
Assets $321 billion #4 in Nation
Customers 19 million
Tier 1 Capital $ 21 billion
General Banking #1 in East
Branches 2,900
ATMs 4,800
Capital Management #6 Brokerage in Nation
Assets Under Management $221 billion
Mutual Funds $101 billion
Brokerage Offices 600
Registered Representatives 8,300
High Net Worth Offices 133
Corporate and Mid-Market #2 Cash Management
Investment Banking Scale In Nation
*Unadjusted, proforma as of June 30, 2001.
14
The New Wachovia --
Compelling Financials
--------------------------------------------------------------------------------
We believe the merger will produce:
. Immediate earnings accretion
. 20%+ internal rate of return
. Stronger balance sheet : Goal to regain "AA" rating
. Potential for faster dividend growth
. $2.5 billion in excess capital per annum
Cash EPS Impact
------------------------
2002E 2003E 2004E
+3.7% +5.3% +7.1%
15
--------------------------------------------------------------------------------
First Union/Wachovia Merger
Integration Planning...Well
Organized and Progressing
--------------------------------------------------------------------------------
16
Merger Integration Planning
Progressing Well
--------------------------------------------------------------------------------
. Conservative pace:
- 3 years
- No branch closings during first year
- No signage changes during first year
. Customer friendly
- Consolidating approximately 10% of branches
- Best of both people, products and systems
- Strict customer service standards
- No "Big Bang" systems conversions
- Employees well trained
. Commitment to Community
- $35 billion pledge
- Ceased sale of single-premium credit life insurance
- Leader in fair and equitable lending practices
17
[GRAPHIC]
18
The presentation 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.
19
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. Stockholders are urged to read the
definitive joint proxy statement/prospectus regarding the proposed transaction
and any other relevant documents filed with the SEC, as well as any amendments
or supplements to those documents, because they contain (or will contain)
important information. You will be able to obtain a free copy of 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 have
been or 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).
20
THE FOLLOWING NEWS RELEASE WAS ISSUED BY FIRST UNION
July 31, 2001 Media Contact: Mary Eshet
(704) 383-7777
Investor Contact: Alice Lehman
(704) 374-4139
FIRST UNION CORPORATION DECLARES
--------------------------------
CASH DIVIDEND ON COMMON STOCK
-----------------------------
CHARLOTTE--The board of directors of First Union Corporation (NYSE:FTU) today
approved the company's regular quarterly cash dividend on its common stock of
$0.24 per share.
The common stock dividend is payable on September 15, 2001, to holders of record
as of the close of business on August 10, 2001.
Beginning with its predecessor, Union National Bank, First Union has paid a
dividend every year since 1910.
First Union (NYSE:FTU), with $246 billion in assets and stockholders' equity of
$16 billion at June 30, 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.
------------------
Additional Information
Stockholders are urged to read the definitive joint proxy statement/prospectus
regarding the proposed transaction between First Union Corporation and Wachovia
Corporation and any other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, because they contain (or will
contain) important information. You will be able to obtain a free copy of 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 have been or 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).
--END--