Filed by First Union Corporation
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 2, 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. 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 LETTER WAS MAILED TO SHAREHOLDERS OF FIRST UNION
First Union Corporation G. Kennedy Thompson
One First Union Center Chairman, President and
301 South College Street Chief Executive Officer
Charlotte, North Carolina 28288-0005
[FIRST UNION
logo appears here]
YOUR VOTE IS VERY IMPORTANT
Dear fellow First Union shareholders:
In April, we announced that First Union Corporation and Wachovia Corporation had
agreed to merge, forming a new company to be named Wachovia. We believe the new
Wachovia will be a great company, and we need your help to make it happen.
Today we are asking you to approve the merger, which is described in detail in
the enclosed joint proxy statement-prospectus. Your board of directors and I
strongly encourage you to vote "For" our merger with Wachovia.
Your vote is very important, and we hope that you will promptly vote your proxy
by telephone or through the Internet, as described in the enclosed document, or
complete, date, sign and return the proxy card in the enclosed envelope.
Whichever method you choose to use, we urge you to take action immediately.
Failure to vote will count as a "no" vote for our merger with Wachovia.
In addition, as you may recall, the announcement of the proposed merger led us
to cancel our Annual Meeting in April, so if you voted then you will need to
vote again. Your board of directors and I strongly encourage you to vote "For"
electing the nominated directors, approving the Senior Management Incentive
Plan, approving an amendment to our 1998 Stock Incentive Plan and ratifying the
independent auditors. We recommend you vote "Against" the shareholder proposal
regarding political contributions. More information regarding the reasons behind
our recommendations is included in the enclosed document, and we urge you to
read it carefully.
We believe this merger will create a better, stronger company. Wachovia and
First Union bring distinctive, complementary strengths to the combined company.
First Union has invested heavily in technology and in the development of a wide
range of products and services. Wachovia has earned national acclaim for its
high standard of customer service and long-term client relationships. By
blending these strengths, we believe the new Wachovia will provide an excellent
platform for delivering superior long-term performance.
Together, we believe we have the opportunity to achieve unusually attractive
growth in future years, and that should mean more career development
opportunities for employees, more resources for our customers and communities
and enhanced value for shareholders. In fact, this merger differs from most
other mergers because we believe there will be substantial value creation as it
will be immediately additive to cash earnings and thus potentially will expand
our stock price.
Here's what we believe this partnership, which will create the No. 1 retail bank
on the East Coast in number of branches, deposits and choice, will achieve:
o Better service for our combined 19 million customers with expanded
investment opportunities for clients, more financial products and
services for families and significant capital for commercial
enterprises and corporate customers.
o Greater opportunities for our employees for career growth and
development.
(over)
o Enhanced commitment to lead community progress, development and
stewardship in our communities, both through our financial resources
and by fostering an environment that encourages employees to provide
leadership, ideas and time to the communities they serve.
o Accelerated momentum in the combined company, creating value for
shareholders through earnings growth and the capacity for more rapid
dividend growth.
As a shareholder of First Union, we invite you to benefit from the strengths of
our merged organization. With total assets of approximately $329 billion and
market capitalization of $45 billion (based on March 31, 2001, pro forma data),
we believe this new company will symbolize financial strength, stability and
dependability. We remain confident in our vision and firmly committed to its
effective execution.
We look forward to continuing to serve you, and we think you will be pleased as
the benefits of this merger become apparent in coming months. Thank you for your
support, and thank you for voting "For" the merger with Wachovia.
Sincerely,
/s/ Ken Thompson
G. Kennedy Thompson
NOTE: The following notice is included to meet certain legal requirements:
In connection with the proposed transaction with Wachovia, First Union has filed
a registration statement on Form S-4 with the Securities and Exchange Commission
containing a joint proxy statement/prospectus of First Union and Wachovia.
Stockholders are urged to read the enclosed copy of the definitive joint proxy
statement/prospectus regarding the proposed transaction because it contains
important information. You may obtain a free copy of the joint proxy
statement/prospectus and other documents filed by First Union and Wachovia with
the SEC, at the SEC's Internet site (http://www.sec.gov). Additional copies of
the joint proxy statement/prospectus and the SEC filings incorporated by
reference in the joint proxy statement/prospectus can also 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. 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 First Union's and Wachovia's public reports filed
with the SEC and in the joint proxy statement/prospectus.
THE FOLLOWING MEMORANDUM TO EMPLOYEES WAS POSTED
ON FIRST UNION'S INTERNAL WEBSITE
To: Senior Leaders
From: David Carroll
Date: June 29, 2001
Re: Merger Integration Update
Two months have passed since the announcement of our proposed merger of equals
with Wachovia, and strong progress continues on the integration planning for our
two companies. As we shared earlier, a transition organization was quickly put
in place after the merger announcement, and Bob McCoy and I are extremely
pleased with the efforts of this group. I want to update you on the work that
has been done and the progress around certain merger consummation activities.
Business Unit Reviews
---------------------
For the last several weeks, key leaders across both companies have worked
together to develop recommendations for high-level business strategies,
operating models and organizational structures for the new Wachovia. Last week,
the Merger Project Office completed reviews of these recommendations for all
lines of business. The collaboration and hard work that went into these efforts
was tremendous, and we are excited about the opportunities presented for our
combined company. Each presentation represented a combination of the best that
both companies have to offer, as well as clear next steps for how we would
combine products, services and organizational models to best serve our
customers.
We know employees are eager to hear the decisions from these meetings. Bud Baker
and Ken Thompson have reviewed the recommendations and they are in the process
of being finalized. Once this process is complete, we will quickly communicate
the high-level operating model for the new Wachovia. We anticipate an
announcement in the next two to three weeks.
Leadership Selection
--------------------
An enormous amount of effort has gone into helping ensure that the selection
process for positions in the new company is objective, thorough and designed to
identify and select the most qualified individuals. Next week, Bud Baker and Ken
Thompson will review the selection process with members of senior management of
both companies who are expected to comprise the new Operating Committee. These
members are expected to share information about the selection process with
leaders currently in Tier II--positions directly reporting to members of the
Operating Committee--and Tier III. Specifics about the process will be
communicated to the broad employee audience during the next few weeks, along
with the announcement of the operating model for the new company.
Transition Organization
-----------------------
All groups in the Transition Organization are meeting regularly and have quickly
moved forward to establish goals and priorities. The groups include the Merger
Steering Committee, Project Management Office, Financial Tracking and Modeling,
Integrated Communications, Culture Integration Team, Transition Team and
Conversion Task Force. Following are highlights from a few of these areas:
Culture Integration Team
First Union and Wachovia have very similar core values. We believe these
similarities place us ahead of the curve in creating a common culture in
the new company--one that expresses these values in a way that advances our
business strategy and goals going forward.
The initial work from the Culture Team, which is composed of a
representative from every business unit in both companies, focused on
taking a thorough, objective look at where our cultures are today.
A Culture Assessment survey will be distributed to every employee in both
companies in July. The goal of this project is to enable every employee at
Wachovia and First Union to provide input that can be used to build our new
company and culture together.
Customer Experience Team
We continue to focus on our top priority--our customers. The Customer
Experience Team is intensely focused on listening to customers so that we
will be prepared to meet their needs following the merger integration. As a
part of our efforts, we have initiated marketplace surveys through The
Gallup Organization to measure Wachovia and First Union customers'
awareness, perceptions and concerns regarding the merger. We believe early
survey results indicate that Wachovia and First Union customers are very
closely aligned on their awareness and perceptions of the merger. Later
research will concentrate on particular areas that our customers may be
concerned about. Results will be shared with business strategy leaders to
ensure that our customers' financial goals and needs drive the strategic
direction of the new Wachovia.
Transition Team and Conversion Task Force
The Transition Team and Conversion Task Force are working together on
numerous activities in order to transition our companies to form the new
Wachovia. These activities fall into eight major categories:
o Business strategies/financial aspirations
o Business processes
o Organizational staffing/models
o Products/delivery channels
o Brand strategy
o Target customers/service delivery models
o Facilities/locations
o Technology
Each of these areas is critically important and in most cases
interdependent. Employees from both companies are working on these efforts.
With high-level business strategies formulated, it is now critical to
define these strategies in such detail that we may operationalize them. To
that end, the Transition and Conversion teams are primarily focusing on the
following activities:
o Product and System Selection--A process is under way that will
identify the products and systems the new Wachovia will offer or
require, delivery channels and resource requirements.
o Work Planning--The teams are crafting a framework that will
identify transition- and conversion-related deliverables and
interdependencies. As a result, it will be apparent who is
accountable, by line of business, for various actions as we
transition to the new Wachovia. This flow chart will serve as the
blueprint for putting our two companies together, and will provide
a perspective for the detailed integration and conversion work
plans that will have to be built.
o Managing Execution Risk--The teams will soon present their
recommendations for how we will track and manage execution risk.
Additional Information
----------------------
SunTrust Hostile Takeover Attempt-- In June, the N.C. legislature enacted
legislation that stopped SunTrust's attempt to amend Wachovia's bylaws to permit
Wachovia's shareholders to call a special meeting on short notice and with a low
number of supporting shareholders (provisions not contained in SunTrust's own
bylaws). Despite hostile activities, Wachovia and First Union continue to move
forward with all aspects of merger integration planning.
Proxy Solicitation-Wachovia and First Union are preparing to mail a joint proxy
statement to our respective shareholders. Shareholders should be receiving the
documents very soon. If you receive a proxy card - or multiple cards - please be
sure to vote your shares promptly, because if you fail to vote it is counted as
a `no' vote for the merger. First Union's shareholder meeting is scheduled for
July 31, and Wachovia's is scheduled for August 3. Completion of the merger
would take place as soon as possible after approval by both companies'
shareholders.
SunTrust also is soliciting Wachovia shareholders, asking them to vote against
the proposal. Wachovia and First Union executives are meeting with shareholders
to help them understand why we believe the Wachovia and First Union deal is the
best for shareholders, employees, customers and our communities.
Regulatory Approval--Wachovia and First Union received Hart-Scott-Rodino
Anti-Trust clearance on the merger proposal in June. We expect to receive
federal regulatory approval in mid-July.
The progress made over the last two months represents strong dedication and
desire to provide a smooth integration for employees in both companies. The role
of the vast majority of employees who are not involved in merger-related efforts
is just as critical as those who are involved--staying focused on our customers
and continuing the critical day-to-day operations of both companies.
We will keep you informed of ongoing progress in each area as work is finalized.
Thank you for all you are doing to move this merger forward and continue serving
our customers.
Note: The following notice is included to meet certain legal requirements:
In connection with the proposed transaction with Wachovia, on June 27, 2001,
First Union filed an amended registration statement on Form S-4 with the
Securities and Exchange Commission containing a joint proxy statement/prospectus
of First Union and Wachovia. Stockholders are urged to read the definitive joint
proxy statement/prospectus regarding the proposed transaction and any other
relevant documents filed with the SEC because they contain important
information. You may 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 these documents can
also 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. 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 stockholders of First Union and Wachovia.
Information about the identity of participants in the solicitation and a
description of their direct or indirect interests, be security holdings or
otherwise, is set forth in an exhibit to the registration statement and in the
joint proxy statement/prospectus.
THE FOLLOWING NEWS RELEASE WAS ISSUED BY FIRST UNION AND WACHOVIA
[First Union [Wachovia
logo appears here] logo appears here]
Friday Media Contacts:
June 29, 2001 First Union: Mary Eshet 704-383-7777
Wachovia: Ed Hutchins 336-732-4200
Investor Contacts:
First Union: Alice Lehman 704-374-4139
Wachovia: Robert S. McCoy Jr. 336-732-5926
Marsha Smunt 336-732-5788
FIRST UNION AND WACHOVIA BEGIN JOINT MAILING
TO SHAREHOLDERS
Charlotte and Winston-Salem, N.C. - First Union Corporation (NYSE: FTU) and
Wachovia Corporation (NYSE: WB) today said they had begun their joint mailing of
proxy materials to shareholders of both companies. More than 700,000 sets of
materials, including the joint proxy statement/prospectus and white proxy cards,
are being distributed to Wachovia and First Union shareholders today and through
early next week.
At the close of trading today, First Union's proposal to merge with Wachovia was
valued at $70.36 per Wachovia share, based on First Union's offer to exchange
two shares of First Union for each Wachovia share plus a special payment of $.48
per Wachovia share. This exceeded the current value of SunTrust's unsolicited,
hostile bid for Wachovia, which is valued at $70.03, based on SunTrust's stated
terms of 1.081 SunTrust shares for each Wachovia share.
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.
Wachovia (NYSE: WB) is a major interstate financial holding company offering
banking and financial services to individuals primarily in Florida, Georgia,
North Carolina, South Carolina and Virginia and to corporations and institutions
throughout the United States and globally. Wachovia Corporation is headquartered
in Winston-Salem, N.C., and
Atlanta and had assets of $75.6 billion at March 31, 2001. Wachovia's Web site
is located at www.wachovia.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 27, 2001, First Union filed
an amended registration statement on Form S-4 with the SEC containing a 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 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).
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 identity of participants in the solicitation and a
description of their direct or indirect interests, by security holdings or
otherwise, is set forth in an exhibit to the registration statement and in the
joint proxy statement/prospectus.
THE FOLLOWING ADVERTISEMENT RUN BY WACHOVIA WAS POSTED ON FIRST UNION'S INTERNAL
WEBSITE.
To All Wachovia Shareholders:
On April 16, Wachovia and First Union announced a merger agreement. For the
Wachovia shareholder, we believe the new Wachovia created by our merger of
equals will provide solid double-digit earnings growth and the prospect of
price/earnings multiple expansion. But don't take just our word for it....
Read What The Experts Are Saying About the
Wachovia / First Union Merger...
"Why I favor First Union/Wachovia...1) It's friendly...2) First Union/Wachovia
would have a better business mix...3) The cost savings potential in a First
Union/Wachovia combination is greater than in a SunTrust/Wachovia
combination...4) First Union would handle the integration of Wachovia better
than SunTrust...5) There is more upside in First Union's stock."
-- Second Curve Capital: Tom Brown (Bankstocks.com), June 4, 2001
"We now believe that the First Union merger with Wachovia ought to prevail...as
the premium of SunTrust's offer has declined---the deal becomes less about
top-price and more about the currency of the acquirer. To that end, we believe
First Union will offer better returns."
"SunTrust/Wachovia--A limited ability to grow...As such, like so many other
banking mergers, this combination would revolve around cost savings as a means
to drive the bottom line in the short run and as capital builds, share
repurchases would then contribute to EPS growth. This is not a scenario that
drives significant multiple expansion, in our view..."
-- Deutsche Banc Alex. Brown Inc.: G. Bicher, May 25, 2001
"Wachovia's argument that First Union has superior technology, a wider product
breadth, and greater experience in merging institutions is correct. It does seem
likely that a Wachovia/First Union combination would generate higher cash flows
at a more rapid rate."
-- Raymond James & Associates: Richard X. Bove, May 23, 2001
"At the risk of appearing glib, perhaps the two companies' [Wachovia and
SunTrust] opposing views as to whether they got along or not is symptomatic of
the issues Wachovia is raising. We would agree that, in looking to combine two
companies of some size, management "buy in" of the deal is critical; everyone,
at all levels of the organization, needs to be on the same page or the deal will
face hurdles out of the starting gate."
-- Keefe, Bruyette & Woods, Inc.: Marni Pont O'Doherty, May 24, 2001
[FIRST UNION LOGO APPEARS HERE] The new Wachovia [WACHOVIA LOGO APPEARS HERE]
--------------------------------------------------------------------------------
If you have any questions regarding the merger, you may call our proxy
solicitors at the following hotlines 24 hours a day. Representatives will be
able to assist you between 8 a.m. - 6 p.m. EDT. Please leave a message if you
call after these hours.
MacKenzie Partners: 800-322-2885
Georgeson Shareholder: 800-223-2064
--------------------------------------------------------------------------------
(Permission to use quotes was received)
In connection with the proposed merger of First Union and Wachovia, First Union
filed a registration statement on Form S-4 with the Securities and Exchange
Commission containing a preliminary joint proxy statement/prospectus.
Stockholders are urged to read the definitive joint proxy statement/prospectus
with respect to the merger between First Union and Wachovia when it becomes
available and any other relevant documents filed with the SEC because they will
contain important information. You may 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 these documents can also be obtained,
without charge, from First Union, Investor Relations, One First Union Center,
Charlotte, North Carolina 28288-0206 (704-374-6782), or Wachovia, Investor
Relations, 100 North Main Street, Winston-Salem, North Carolina 27150
(888-492-6397). Information about the participants in the proxy solicitation is
set forth in First Union's proxy statement on Schedule 14A, as filed with the
SEC on March 13, 2001, Wachovia's proxy statement on Schedule 14A, as filed with
the SEC on March 19, 2001, and the joint proxy statement/prospectus regarding
the proposed merger contained in, and Exhibit 99.8 to, First Union's
registration statement on Form S-4. The information presented above may contain
forward looking statements. Factors that could cause actual results to differ
materially from those described in the forward-looking statements can be found
in First Union's and Wachovia's public reports filed with the SEC.
THE FOLLOWING NOTICE WAS POSTED ON FIRST UNION'S INTERNAL WEBSITE
Investor Relations
July 2001
First Union's merger with Wachovia is subject to approval by shareholders of
both companies. The First Union shareholder vote takes place July 31 in
Charlotte, and it is important that all shareholders vote all their shares.
First Union must receive approval from holders of a majority of all outstanding
shares, not just a majority of shares actually voted. As a result, failing to
vote your shares is the same as voting No.
Employee shareholders should begin receiving proxy materials and proxy cards in
the mail starting the week of July 2. Please vote your shares as soon as
possible. You may sign, date and return the proxy card, or you may vote your
shares via telephone or Internet using the voting procedures described on the
card. Electronic methods of voting are faster and less expensive to First Union
than the mail-in-the-card option.
Keep in mind that you might receive several different mailings and several sets
of materials, which most likely is because you acquired your shares of First
Union stock in several ways:
o Shares you purchased through the employee stock purchase plan.
o Shares you own as part of your participation in the First Union 401(k)
savings plan.
o Shares you received as a result of exercising options.
o Shares you purchased on your own through a brokerage account.
It is important that you cast your vote for each share you own, which means
acting on each set of materials you receive from First Union. Watch for proxy
materials to arrive soon, and please be sure to vote all your shares.