Filed by First Union Corporation
Pursuant to Rule 425 under the Securities
Act of 1933 and deemed filed pursuant to
Rule 14a-12 under the Securities Exchange
Act of 1934
Subject Company: Wachovia Corporation
Commission File No. 333-59616
Date: May 29, 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.
The proposed transaction will be submitted to First Union's and
Wachovia'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 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 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 those participants may be obtained by reading the definitive
joint proxy statement/prospectus regarding the proposed transaction when it
becomes available.
THE FOLLOWING IS AN ADVERTISEMENT THAT RAN IN VARIOUS REGIONAL PUBLICATIONS
An open letter on the Wachovia-First Union merger.
Last week, the Wachovia board of directors reaffirmed its commitment to merge
with First Union. We are confident that our vision for the new Wachovia is
clearly the right choice for our shareholders, customers, employees, and the
communities we serve.
Our merger of equals will truly create a new company unlike any other in
financial services today. The new Wachovia will provide outstanding benefits for
everyone involved:
o Shareholders-immediate higher earnings and accelerated future growth.
o Individual customers and business clients -a strong relationship focus and an
expanded range of products and services to meet our customers' needs.
o Employees-a combination of talent that is the "best of the best," and career
opportunities provided by the nation's fourth- largest financial services
company.
o Communities-an outstanding corporate citizen up and down the East Coast, with
strong commitments to local civic causes and community initiatives.
Since April 16, when First Union and Wachovia announced their intention to
combine, hundreds of people from both companies have come together to blend the
best of our systems, processes, and cultures to create the financial services
model of the future. These teams are making great progress and are creating
effective, exciting solutions with a strong spirit of teamwork and partnership.
The new Wachovia is coming together with a shared vision of a new company-one
that combines exceptional talent, competitive products, and the highest levels
of customer service.
Together we move forward, confident in our vision and gratified by the support
and encouragement of our stakeholders. Our priorities are clear -staying keenly
focused on serving our customers, and moving ahead to build the new Wachovia. We
are honored to have this opportunity. We are confident we will succeed.
THE FOLLOWING NEWS RELEASE WAS ISSUED BY FIRST UNION AND WACHOVIA
[FIRST UNION LOGO] [WACHOVIA LOGO]
Media Contacts:
First Union: Mary Eshet 704-383-7777
Wachovia: Ed L. Hutchins 336-732-4200
Jay E. Reed 336-732-5855
FIRST UNION'S EVERETT AND LEHMAN TO BE NAMED TO LEADERSHIP
----------------------------------------------------------
POSTS FOR THE NEW WACHOVIA
--------------------------
Everett to Lead Corporate and Community Affairs;
Lehman to Head Investor Relations
Charlotte and Winston Salem; May 29, 2001 -- Today First Union Corporation
(NYSE:FTU) and Wachovia Corporation (NYSE:WB) announced that Malcolm E. Everett
III will head Corporate and Community Affairs for the new company, effective
upon consummation of the planned merger. Everett will report to the combined
company's chairman, L.M. Baker Jr.
Alice L. Lehman will head Investor Relations for the combined company, also
effective upon consummation. Lehman will report to Robert Kelly, chief financial
officer for First Union and designated CFO for the new Wachovia.
Everett will oversee the combined functions for Community Development
Lending/CRA Compliance; Corporate Communications; Government Relations/Public
Policy; and Corporate Contributions/Community Involvement. Lehman will direct
strategy and communication with the investment community, including
institutional and retail investors as well as the buy- and sell-side analysts.
Everett has been with First Union for 23 years, serving most recently as
president of the Southeast region. His past roles include head of the North
Carolina bank; head of the Retail Investment Division of the Capital Management
Group; president of First Union Securities Corporation; and vice president and
head of statewide sales for Trust and Investments.
"Mac Everett is clearly the right leader to direct our strategies for community
commitments and corporate relations for the new Wachovia," said Baker. "As our
merger integration efforts continue to move forward, it is imperative that our
new company aligns with employees, customers and political leaders in the
communities we serve. Our recent community pledge underscores our commitment in
this area. It is critical to communicate with those key groups in a powerful and
consistent way."
"Alice Lehman has all of the critical skills to lead and raise our visibility
while building key relationships with the analyst community," said Kelly. "Our
shareholders are one of our most critical constituencies. It is more important
than ever that we focus on this group as we combine our two great companies into
one even stronger organization. Alice is absolutely the right and proven leader
to do this."
Lehman is a 17-year veteran of First Union, serving currently as managing
director for the Corporate Relations Division. She has led First Union Capital
Markets' Loan Syndications and Specialized Lending groups and was a senior
credit officer in corporate banking.
On April 16, 2001, First Union Corporation and Wachovia Corporation announced a
merger of equals. The company will be the nation's fourth largest financial
services company upon consummation later this year.
First Union Corporation, 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. Online
banking products and services can be accessed through www.firstunion.com.
Wachovia Corporation, with dual headquarters in Atlanta and Winston-Salem, N.C.,
is a leading financial holding company serving regional, national and
international markets. As of March 31, 2001, Wachovia had assets of $75.6
billion. Member companies offer consumer and commercial banking, bank card,
asset and wealth management, capital markets and investment banking, community
development finance, brokerage and insurance services. Wachovia Bank, N.A., the
principal subsidiary, has nearly 650 offices and 1,350 ATMs primarily in
Florida, Georgia, North Carolina, South Carolina and Virginia.
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" 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.