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 3, 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 NEWS RELEASE WAS ISSUED BY FIRST UNION
Tuesday, Media Contact:
July 3, 2001 Ginny Mackin
704-383-3715
Investor Contact:
Alice Lehman
704-374-4139
First Union Corp. Terms Tax Allegations False and Irresponsible
CHARLOTTE, N.C. - First Union Corporation today issued a statement in
response to the false and irresponsible allegations made by SunTrust
Banks, Inc. last evening regarding widely-used tax transactions.
First Union stated that the tax position taken with respect to certain
lease transactions was upon the advice of multiple outside counsel and
has been reviewed by external auditors in the normal course of their
annual audits. In fact, numerous other financial institutions use
similar lease transactions and are supported by their independent
advisors. Even if disallowed, any potential tax liability is fully
reserved and would not impact First Union's capital position. First
Union's financial statements are properly stated.
"We are disgusted to learn that SunTrust has stooped to such levels in
its attempt to regain what the market has denied. The market has
rejected SunTrust's claim that its hostile bid for Wachovia is superior
to the negotiated merger between First Union and Wachovia. In its
desperate effort to obscure the market's conclusion, SunTrust has been
willing publicly to place in question the tax positions of a number of
America's leading financial and non-financial companies."
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. 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).
--END--
THE FOLLOWING WAS POSTED ON FIRST UNION'S INTERNAL WEBSITE
July 3, 2001
As you may be aware from news reports, SunTrust sent a letter regarding our
merger application to the Federal Reserve yesterday. In the letter, SunTrust
made false allegations about First Union's use of tax shelters. You may be
reading additional stories in the media generated by this letter and our press
release on this matter. Here is some additional information:
o SunTrust's allegations against First Union are completely false,
misleading and irresponsible.
o First Union's tax position with respect to certain lease transactions
was upon the advice of multiple outside counsel and has been reviewed
by external auditors in the normal course of annual audits.
o Numerous other financial institutions use similar lease transactions
and are supported by their independent auditors.
o SunTrust's claim that First Union's capital position could be
materially reduced due to inappropriate use of these tax shelters is
simply not true. First Union's tax practices are part of its normal tax
planning activity. First Union continues to maintain a very strong
capital position; We believe the First Union/Wachovia combination will
generate more than $2 billion in excess capital annually.
o As evidenced by SunTrust's shrinking premium, we believe the market is
rejecting SunTrust's claim that its hostile bid for Wachovia is
superior to the negotiated merger between First Union and Wachovia. In
an apparently desperate effort to obscure the market's conclusion,
SunTrust is willing publicly to place in question the tax positions of
a number of America's leading financial and non-financial companies.
Note: The following notice is included to meet certain legal requirements:
The proposed merger of First Union and Wachovia 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 these documents 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 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 the joint proxy statement/prospectus and in First Union's and Wachovia's
public reports filed with the SEC.