SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 23, 2001
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Wachovia Corporation
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(Exact name of registrant as specified in its charter)
North Carolina 1-10000 56-0898180
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One First Union Center
Charlotte, North Carolina 28288-0013
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (704) 374-6565
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(Former name or former address, if changed since last report.)
Item 5. Other Events.
On October 23, 2001, Wachovia Corporation ("Wachovia") issued a news
release announcing its financial results for the third quarter ended September
30, 2001 (the "News Release"). The News Release is attached as Exhibit 99(a) to
this report and is incorporated into this Item 5 by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99(a) The News Release.
99(b) The Supplemental Earnings Package (as defined below).
99(c) The Earnings Slide Presentation (as defined below).
Item 9. Regulation FD Disclosure.
On October 23, 2001, in connection with Wachovia's issuance of the News
Release, Wachovia released its Third Quarter 2001 Supplemental Earnings Package
(the "Supplemental Earnings Package") and 3rd Quarter 2001 Earnings Review slide
presentation (the "Earnings Slide Presentation" and, together with the
Supplemental Earnings Package, the "Supplemental Materials"), which include
certain additional historical and forward-looking financial information relating
to Wachovia. In addition, on October 23, 2001, Wachovia intends to hold a
conference call/webcast to discuss the News Release and the Supplemental
Materials. The Supplemental Earnings Package and the Earnings Slide Presentation
are attached as Exhibits 99(b) and 99(c), respectively, to this report and are
incorporated into this Item 9 by reference.
* * *
This Current Report on Form 8-K (including information included or
incorporated by reference herein) may contain, among other things, certain
forward-looking statements with respect to Wachovia, as well as the goals,
plans, objectives, intentions, expectations, financial condition, results of
operations, future performance and business of Wachovia, including, without
limitation, (i) statements relating to certain of Wachovia's goals and
expectations with respect to earnings, earnings per share, revenue, expenses,
and the growth rate in such items, as well as other measures of economic
performance, including statements relating to estimates of credit quality
trends, and (ii) statements preceded by, followed by or that include the words
"may", "could", "would", "should", "believes", "expects", "anticipates",
"estimates", "intends", "plans", "targets" "probably", "potentially", "projects"
or similar expressions. These forward-looking statements involve certain risks
and uncertainties that are subject to change based on various factors (many of
which are beyond Wachovia's control). The following factors, among others, could
cause Wachovia's financial performance to differ materially from the goals,
plans, objectives, intentions, and expectations expressed in such
forward-looking statements: (1) the risk that the businesses of former First
Union Corporation and former Wachovia Corporation in connection with their
merger (the "Merger") 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 strength of the United States economy in general
and the strength of the local economies in which Wachovia conducts 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 Wachovia's loan portfolio and allowance for loan losses; (6) the effects of,
and changes in, trade, monetary and fiscal policies and laws, including interest
rate policies of the Board of Governors of the Federal Reserve System; (7)
inflation, interest rate, market and monetary fluctuations; (8) 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 Wachovia's capital markets and capital management activities,
including, without limitation, its mergers and acquisition advisory business,
equity and debt underwriting activities, private equity investment activities,
derivative securities activities, investment and wealth management advisory
businesses, and brokerage activities; (9) the timely development of competitive
new products and services and the acceptance of these products and services by
new and existing customers; (10) the willingness of customers to accept third
party products marketed by Wachovia; (11) the willingness of customers to
substitute competitors' products and services for Wachovia's products and
services and vice versa; (12) the impact of changes in financial services' laws
and regulations (including laws concerning taxes, banking, securities and
insurance); (13) technological changes; (14) changes in consumer spending and
saving habits; (15) the effect of corporate restructurings, acquisitions and/or
dispositions, including, without limitation, the Merger, and the actual
restructuring and other charges related thereto; (16) the growth and
profitability of Wachovia's noninterest or fee income being less than expected;
(17) unanticipated regulatory or judicial proceedings; (18) the impact of
changes in accounting policies by the Securities and Exchange Commission; (19)
adverse changes in the financial performance and/or condition of Wachovia's
borrowers which could impact the repayment of such borrowers' outstanding loans;
(20) the impact on Wachovia's businesses, as well as on the risks set forth
above, of various domestic or international military or terrorist activities or
conflicts; and (21) the success of Wachovia at managing the risks involved in
the foregoing. Additional information with respect to factors that may cause
actual results to differ materially from those contemplated by such
forward-looking statements is included in the reports filed by Wachovia with the
Securities and Exchange Commission.
Wachovia cautions that the foregoing list of factors is not exclusive. All
subsequent written and oral forward-looking statements concerning Wachovia or
other matters and attributable to Wachovia or any person acting on its behalf
are expressly qualified in their entirety by the cautionary statements above.
Wachovia does not undertake any obligation to update any forward-looking
statement, whether written or oral, relating to the matters discussed in this
Current Report on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WACHOVIA CORPORATION
Date: October 23, 2001 By: /s/ Robert P. Kelly
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Name: Robert P. Kelly
Title: Executive Vice President and
Chief Financial Officer
Exhibit Index
Exhibit No. Description
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99(a) The News Release.
99(b) The Supplemental Earnings Package.
99(c) The Earnings Slide Presentation.