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) July 12, 2001
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First Union 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 July 12, 2001, First Union Corporation ("First Union") issued a news
release announcing its financial results for the second quarter ended June 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 July 12, 2001, in connection with First Union's issuance of the News
Release, First Union released its Second Quarter 2001 Supplemental Earnings
Package (the "Supplemental Earnings Package") and 2nd 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 First Union. In addition, on July 12, 2001, First Union 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), and any statements made by First Union in the
conference call, may contain, among other things, certain forward-looking
statements with respect to each of First Union, Wachovia Corporation
("Wachovia") and the combined company following the proposed merger between
First Union and Wachovia (the "Merger"), as well as the goals, plans,
objectives, intentions, expectations, financial condition, results of
operations, future performance and business of First Union and/or the combined
company, including, without limitation, (i) statements relating to the benefits
of the Merger, including future financial and operating results, cost savings,
enhanced revenues, and the accretion to reported earnings that may be realized
from the Merger, (ii) statements regarding certain of First Union's and/or the
combined company'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 (iii) 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 First Union's control). The following factors, among others,
could cause First Union's and/or the combined company'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 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) the strength of the United
States economy in general and the strength of the local economies in which First
Union and/or the combined company 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 First Union's
and/or the combined company's loan portfolio and allowance for loan losses; (8)
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; (9) inflation, interest rate, market and monetary fluctuations;
(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 First Union's and/or the combined company'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; (11) the timely development of competitive new products and services
and the acceptance of these products and services by new and existing customers;
(12) the willingness of customers to accept third party products marketed by
First Union and/or the combined company; (13) the willingness of customers to
substitute competitors' products and services for First Union's and/or the
combined company's products and services and vice versa; (14) the impact of
changes in financial services' laws and regulations (including laws concerning
taxes, banking, securities and insurance); (15) technological changes; (16)
changes in consumer spending and saving habits; (17) the effect of corporate
restructurings, acquisitions and/or dispositions, including, without limitation,
the Merger, and the actual restructuring and other charges related thereto; (18)
the growth and profitability of First Union's and/or the combined company's
noninterest or fee income being less than expected; (19) unanticipated
regulatory or judicial proceedings; (20) the impact of changes in accounting
policies by the Securities and Exchange Commission; (21) adverse changes in the
financial performance and/or condition of First Union's and/or the combined
company's borrowers which could impact the repayment of such borrowers'
outstanding loans; and (22) the success of First Union and the combined company
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 First Union with the Securities and Exchange Commission.
First Union cautions that the foregoing list of factors is not
exclusive. All subsequent written and oral forward-looking statements concerning
the Merger or other matters and attributable to First Union or any person acting
on its behalf are expressly qualified in their
entirety by the cautionary statements above. First Union 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.
FIRST UNION CORPORATION
Date: July 12, 2001 By: /s/ James H. Hatch
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Name: James H. Hatch
Title: Senior Vice President and
Corporate Controller
(Principal Accounting 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.