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: June 14, 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 June 1, 2001, First Union filed an
amended 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, and others 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 participants may be obtained by reading the
registration statement and the definitive joint proxy statement/prospectus
regarding the proposed transaction when it becomes available.
THE FOLLOWING NEWS RELEASE WAS ISSUED BY FIRST UNION
[Graphic]
Contacts:
Mary Eshet 704-383-7777
Betsy Weinberger 704-715-4539
[First Union
logo appears here]
FIRST UNION STATEMENT ON ENACTMENT OF NORTH CAROLINA LEGISLATION
----------------------------------------------------------------
CHARLOTTE--June 14, 2001--Ken Thompson, Chairman and CEO of First Union
Corp. (NYSE:FTU), made the following statement concerning the enactment
of Senate Bill 795 that today was approved by the North Carolina
legislature and signed into law by Governor Mike Easley:
"We are pleased that the North Carolina legislature and the Governor
have taken action to close loopholes in North Carolina law and
strengthen the ability of businesses in our state to protect themselves
against abusive tactics in unsolicited takeover attempts. This
legislation is particularly important in view of SunTrust's recent
attempt to exploit these loopholes and make an end run aimed at our
partner, Wachovia.
"We believe that a First Union/Wachovia merger is the best combination
for Wachovia shareholders, and we are pleased the market continues to
recognize this."
First Union (NYSE:FTU), 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 and
internationally. Online banking products and services can be accessed
through www.firstunion.com.
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
----------------------
The proposed transaction will be submitted to First Union's and
Wachovia's stockholders for their consideration, and, on June 1, 2001,
First Union filed an amended 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, and others 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 participants may be
obtained by reading the registration statement and the definitive joint
proxy statement/prospectus regarding the proposed transaction when it
becomes available.