SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
WACHOVIA CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
SUNTRUST BANKS, INC.
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11: (set forth the amount on which the filing fee
is calculated and state how it was determined):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
________________________________________________________________________________
[ ] Fee paid previously with preliminary materials.
________________________________________________________________________________
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
________________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
3) Filing Party:
________________________________________________________________________________
4) Date Filed:
________________________________________________________________________________
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 a merger between
SunTrust Banks, Inc. and Wachovia Corporation, including future financial and
operating results, cost savings and accretion to reported and cash earnings that
may be realized from such merger; (ii) statements with respect to SunTrust'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 SunTrust'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 businesses of SunTrust and Wachovia may 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, including, without limitation, difficulties in maintaining
relationships with employees, customers, clients or suppliers, may be greater
than expected following the merger; (5) the regulatory approvals required for
the merger may not be obtained on the proposed terms or on the anticipated
schedule; (6) the failure of SunTrust's and Wachovia's stockholders to approve
the merger; (7) competitive pressures among depository and other financial
institutions may increase significantly and may 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 SunTrust's results to differ materially from those described in the
forward-looking statements can be found in SunTrust'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 SunTrust or any person acting on its behalf are expressly
qualified in their entirety by the cautionary statements above. SunTrust does
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 following are forms of letters that may be used by SunTrust Banks,
Inc. from time to time in its solicitation of shareholders of Wachovia
Corporation.
Dear [ ]:
Thank you for your interest in our merger proposal with Wachovia. Your comments
are important to us.
We believe the SunTrust proposal offers the following advantages to the Wachovia
shareholder:
o A simpler and better dividend, with growth every year since the company
was founded.
o A stronger currency, with better long-term shareholder returns and a
better record of earnings growth.
o Less integration risk, with approximately half the number of branch
closings and 3,000 fewer staff reductions than expected under First
Union's proposed merger.
As the deadline nears, you can stay informed on the latest developments by
visiting our website, www.suntrustwachoviaproposal.com, or calling Innisfree M&A
at 1-877-750-9501 (8 a.m. to 6 p.m. Eastern, Monday through Friday).
Thank you for your interest in SunTrust.
Sincerely,
L. Phillip Humann
Chairman, President and
Chief Executive Officer
P.S. Don't forget to sign, date and return your BLUE proxy card immediately to
vote "AGAINST" the First Union merger.
On May 14, 2001, SunTrust delivered a merger proposal to the Board of Directors
of Wachovia. Subject to future developments, SunTrust intends to file with the
SEC a registration statement at a date or dates subsequent hereto to register
the SunTrust shares to be issued in its proposed merger with Wachovia. Investors
and security holders are urged to read the registration statement (when
available) and any other relevant documents filed or to be with the SEC, as well
as any amendments or supplements to those documents, because they contain (or
will contain) important information. Investors and security holders may obtain a
free copy of the registration statement (when available) and such other
documents at the SEC's Internet web site at www.sec.gov. The registration
statement (when available) and such other documents may also be obtained free of
charge from SunTrust by directing such request to: SunTrust Banks, Inc., 303
Peachtree Street, N.E., Atlanta, GA 30308, Attention: Gary Peacock
(404-658-4753).
Dear [ ]:
Thank you for your kind words of support for our proposed merger with Wachovia.
We are grateful for your decision to vote against the First Union deal.
Since the SunTrust proposal was made public it has received considerable support
from industry analysts, community leaders -- and many Wachovia shareholders like
you. This bolsters our conviction that pursuing this merger is the right thing
to do.
As the deadline nears, you can stay informed on the latest developments by
visiting our website, www.suntrustwachoviaproposal.com, or calling Innisfree M&A
at 1-877-750-9501 (8 a.m. to 6 p.m. Eastern, Monday through Friday).
Should we ultimately complete a merger with Wachovia, I look forward to
welcoming you as a SunTrust shareholder.
Sincerely,
L. Phillip Humann
Chairman, President and
Chief Executive Officer
P.S. Don't forget to sign, date and return your BLUE proxy card immediately to
vote "AGAINST" the First Union merger.
On May 14, 2001, SunTrust delivered a merger proposal to the Board of Directors
of Wachovia. Subject to future developments, SunTrust intends to file with the
SEC a registration statement at a date or dates subsequent hereto to register
the SunTrust shares to be issued in its proposed merger with Wachovia. Investors
and security holders are urged to read the registration statement (when
available) and any other relevant documents filed or to be with the SEC, as well
as any amendments or supplements to those documents, because they contain (or
will contain) important information. Investors and security holders may obtain a
free copy of the registration statement (when available) and such other
documents at the SEC's Internet web site at www.sec.gov. The registration
statement (when available) and such other documents may also be obtained free of
charge from SunTrust by directing such request to: SunTrust Banks, Inc., 303
Peachtree Street, N.E., Atlanta, GA 30308, Attention: Gary Peacock
(404-658-4753).
Dear [ ]:
Thank you for your recent letter advising me of your decision to vote for the
proposed First Union-Wachovia merger. While I wish you had reached a different
conclusion, I certainly respect your view.
We continue to believe that the SunTrust proposal is superior to First Union's
and more closely aligned with the interests of Wachovia's shareholders,
customers, employees and communities. In our view, this would mean:
o A simpler and better dividend, with growth every year since the company
was founded.
o A stronger currency, with better long-term shareholder returns and a
better record of earnings growth.
o Less integration risk, with approximately half the number of branch
closings and 3,000 fewer staff reductions than expected under First
Union's proposed merger.
This is all spelled out in our proxy materials which, if you have not already
done so, you may wish to review. Also, updated information on our merger
proposal is available by visiting our website, www.suntrustwachoviaproposal.com,
or calling Innisfree M&A at 1-877-750-9501 (8 a.m. to 6 p.m. Eastern, Monday
through Friday).
I recognize, of course, that you may remain unconvinced of the merits of our
proposal and vote accordingly. Should SunTrust prevail in this contest and
ultimately complete a merger with Wachovia, it would be my pleasure to welcome
you as a SunTrust shareholder. I hope you will then give us a chance to
demonstrate the benefits of a SunTrust-Wachovia combination.
Sincerely,
On May 14, 2001, SunTrust delivered a merger proposal to the Board of Directors
of Wachovia. Subject to future developments, SunTrust intends to file with the
SEC a registration statement at a date or dates subsequent hereto to register
the SunTrust shares to be issued in its proposed merger with Wachovia. Investors
and security holders are urged to read the registration statement (when
available) and any other relevant documents filed or to be with the SEC, as well
as any amendments or supplements to those documents, because they contain (or
will contain) important information. Investors and security holders may obtain a
free copy of the registration statement (when available) and such other
documents at the SEC's Internet web site at www.sec.gov. The registration
statement (when available) and such other documents may also be obtained free of
charge from SunTrust by directing such request to: SunTrust Banks, Inc., 303
Peachtree Street, N.E., Atlanta, GA 30308, Attention: Gary Peacock
(404-658-4753).
Dear [ ]:
Thank you for your recent letter advising me of your decision to vote for the
proposed First Union-Wachovia merger. While I wish you had reached a different
conclusion, I certainly respect your view.
We continue to believe that the SunTrust proposal is superior to First Union's
and more closely aligned with the interests of Wachovia's shareholders,
customers, employees and communities. In our view, this would mean:
o A simpler and better dividend, with growth every year since the company
was founded.
o A stronger currency, with better long-term shareholder returns and a
better record of earnings growth.
o Less integration risk, with approximately half the number of branch
closings and 3,000 fewer staff reductions than expected under First
Union's proposed merger.
This is all spelled out in our proxy materials which, if you have not already
done so, you may wish to review. Also, updated information on our merger
proposal is available by visiting our website, www.suntrustwachoviaproposal.com,
or calling Innisfree M&A at 1-877-750-9501 (8 a.m. to 6 p.m. Eastern, Monday
through Friday).
I recognize, of course, that you may remain unconvinced of the merits of our
proposal and vote accordingly. Should SunTrust prevail in this contest and
ultimately complete a merger with Wachovia, it would be my pleasure to welcome
you as a SunTrust shareholder. I hope you will then give us a chance to
demonstrate the benefits of a SunTrust-Wachovia combination.
Sincerely,
L. Phillip Humann
Chairman, President and
Chief Executive Officer
On May 14, 2001, SunTrust delivered a merger proposal to the Board of Directors
of Wachovia. Subject to future developments, SunTrust intends to file with the
SEC a registration statement at a date or dates subsequent hereto to register
the SunTrust shares to be issued in its proposed merger with Wachovia. Investors
and security holders are urged to read the registration statement (when
available) and any other relevant documents filed or to be with the SEC, as well
as any amendments or supplements to those documents, because they contain (or
will contain) important information. Investors and security holders may obtain a
free copy of the registration statement (when available) and such other
documents at the SEC's Internet web site at www.sec.gov. The registration
statement (when available) and such other documents may also be obtained free of
charge from SunTrust by directing such request to: SunTrust Banks, Inc., 303
Peachtree Street, N.E., Atlanta, GA 30308, Attention: Gary Peacock
(404-658-4753).
Dear [ ]:
Thank you for your participation in our recent Wachovia shareholder event in
[LOCATION]. We appreciate your interest in our merger proposal.
As I hope you learned during our time together, we believe the strategic,
financial and business advantages of a SunTrust-Wachovia combination are
compelling. These include:
o A simpler and better dividend, with growth every year since the company
was founded.
o A stronger currency, with better long-term shareholder returns and a
better record of earnings growth.
o Less integration risk, with approximately half the number of branch
closings and 3,000 fewer staff reductions than expected under First
Union's proposed merger.
As the deadline nears, you can stay informed on the latest developments by
contacting me directly, visiting our website, www.suntrustwachoviaproposal.com,
or calling Innisfree M&A at 1-877-750-9501 (8 a.m. to 6 p.m. Eastern, Monday
through Friday).
Thank you allowing SunTrust to present its side of the story.
Sincerely,
P.S. Don't forget to sign, date and return your BLUE proxy card immediately to
vote "AGAINST" the First Union merger.
On May 14, 2001, SunTrust delivered a merger proposal to the Board of Directors
of Wachovia. Subject to future developments, SunTrust intends to file with the
SEC a registration statement at a date or dates subsequent hereto to register
the SunTrust shares to be issued in its proposed merger with Wachovia. Investors
and security holders are urged to read the registration statement (when
available) and any other relevant documents filed or to be with the SEC, as well
as any amendments or supplements to those documents, because they contain (or
will contain) important information. Investors and security holders may obtain a
free copy of the registration statement (when available) and such other
documents at the SEC's Internet web site at www.sec.gov. The registration
statement (when available) and such other documents may also be obtained free of
charge from SunTrust by directing such request to: SunTrust Banks, Inc., 303
Peachtree Street, N.E., Atlanta, GA 30308, Attention: Gary Peacock
(404-658-4753).
Dear [ ]:
Thank you for your participation in our recent Wachovia shareholder event in
[LOCATION]. We appreciate your interest in our merger proposal.
As I hope you learned during our time together, we believe the strategic,
financial and business advantages of a SunTrust-Wachovia combination are
compelling. These include:
o A simpler and better dividend, with growth every year since the company
was founded.
o A stronger currency, with better long-term shareholder returns and a
better record of earnings growth.
o Less integration risk, with approximately half the number of branch
closings and 3,000 fewer staff reductions than expected under First
Union's proposed merger.
As the deadline nears, you can stay informed on the latest developments by
visiting our website, www.suntrustwachoviaproposal.com, or calling Innisfree M&A
at 1-877-750-9501 (8 a.m. to 6 p.m. Eastern, Monday through Friday).
Thank you allowing SunTrust to present its side of the story.
Sincerely,
L. Phillip Humann
Chairman, President and
Chief Executive Officer
P.S. Don't forget to sign, date and return your BLUE proxy card immediately to
vote "AGAINST" the First Union merger.
On May 14, 2001, SunTrust delivered a merger proposal to the Board of Directors
of Wachovia. Subject to future developments, SunTrust intends to file with the
SEC a registration statement at a date or dates subsequent hereto to register
the SunTrust shares to be issued in its proposed merger with Wachovia. Investors
and security holders are urged to read the registration statement (when
available) and any other relevant documents filed or to be with the SEC, as well
as any amendments or supplements to those documents, because they contain (or
will contain) important information. Investors and security holders may obtain a
free copy of the registration statement (when available) and such other
documents at the SEC's Internet web site at www.sec.gov. The registration
statement (when available) and such other documents may also be obtained free of
charge from SunTrust by directing such request to: SunTrust Banks, Inc., 303
Peachtree Street, N.E., Atlanta, GA 30308, Attention: Gary Peacock
(404-658-4753).
Dear [ ]:
Thank you for your interest in our merger proposal with Wachovia. Your comments
are important to us.
Since the SunTrust proposal was made public it has received considerable support
from industry analysts, community leaders, Wachovia shareholders, and concerned
citizens like you. This bolsters our conviction that pursuing this merger is the
right thing to do.
We believe the strategic, financial and business advantages of a
SunTrust-Wachovia combination are compelling. With our similar corporate
strategies, complimentary markets and shared values, a merger of SunTrust and
Wachovia is good business. But most important, it would also be good news for
the communities we proudly serve.
As the deadline nears, you can stay informed on the latest developments by
contacting me directly, visiting our website, www.suntrustwachoviaproposal.com,
or calling Innisfree M&A at 1-877-750-9501 (8 a.m. to 6 p.m. Eastern, Monday
through Friday).
Thank you for your interest in SunTrust.
Sincerely,
On May 14, 2001, SunTrust delivered a merger proposal to the Board of Directors
of Wachovia. Subject to future developments, SunTrust intends to file with the
SEC a registration statement at a date or dates subsequent hereto to register
the SunTrust shares to be issued in its proposed merger with Wachovia. Investors
and security holders are urged to read the registration statement (when
available) and any other relevant documents filed or to be with the SEC, as well
as any amendments or supplements to those documents, because they contain (or
will contain) important information. Investors and security holders may obtain a
free copy of the registration statement (when available) and such other
documents at the SEC's Internet web site at www.sec.gov. The registration
statement (when available) and such other documents may also be obtained free of
charge from SunTrust by directing such request to: SunTrust Banks, Inc., 303
Peachtree Street, N.E., Atlanta, GA 30308, Attention: Gary Peacock
(404-658-4753).
Dear [ ]:
Thank you for your interest in our merger proposal with Wachovia. Your comments
are important to us.
Since the SunTrust proposal was made public it has received considerable support
from industry analysts, community leaders, Wachovia shareholders, and concerned
citizens like you. This bolsters our conviction that pursuing this merger is the
right thing to do.
We believe the strategic, financial and business advantages of a
SunTrust-Wachovia combination are compelling. With our similar corporate
strategies, complimentary markets and shared values, a merger of SunTrust and
Wachovia is good business. But most important, it would also be good news for
the communities we proudly serve.
As the deadline nears, you can stay informed on the latest developments by
visiting our website, www.suntrustwachoviaproposal.com, or calling Innisfree M&A
at 1-877-750-9501 (8 a.m. to 6 p.m. Eastern, Monday through Friday).
Thank you for your interest in SunTrust.
Sincerely,
L. Phillip Humann
Chairman, President and
Chief Executive Officer
On May 14, 2001, SunTrust delivered a merger proposal to the Board of Directors
of Wachovia. Subject to future developments, SunTrust intends to file with the
SEC a registration statement at a date or dates subsequent hereto to register
the SunTrust shares to be issued in its proposed merger with Wachovia. Investors
and security holders are urged to read the registration statement (when
available) and any other relevant documents filed or to be with the SEC, as well
as any amendments or supplements to those documents, because they contain (or
will contain) important information. Investors and security holders may obtain a
free copy of the registration statement (when available) and such other
documents at the SEC's Internet web site at www.sec.gov. The registration
statement (when available) and such other documents may also be obtained free of
charge from SunTrust by directing such request to: SunTrust Banks, Inc., 303
Peachtree Street, N.E., Atlanta, GA 30308, Attention: Gary Peacock
(404-658-4753).
Dear [ ]:
Thank you for your interest in our merger proposal with Wachovia. Your comments
are important to us.
We believe the SunTrust proposal offers the following advantages to the Wachovia
shareholder:
o A simpler and better dividend, with growth every year since the company
was founded.
o A stronger currency, with better long-term shareholder returns and a
better record of earnings growth.
o Less integration risk, with approximately half the number of branch
closings and 3,000 fewer staff reductions than expected under First
Union's proposed merger.
As the deadline nears, you can stay informed on the latest developments by
contacting me directly, visiting our website, www.suntrustwachoviaproposal.com,
or calling Innisfree M&A at 1-877-750-9501 (8 a.m. to 6 p.m. Eastern, Monday
through Friday).
Thank you for your interest in SunTrust.
Sincerely,
P.S. Don't forget to sign, date and return your BLUE proxy card immediately to
vote "AGAINST" the First Union merger.
On May 14, 2001, SunTrust delivered a merger proposal to the Board of Directors
of Wachovia. Subject to future developments, SunTrust intends to file with the
SEC a registration statement at a date or dates subsequent hereto to register
the SunTrust shares to be issued in its proposed merger with Wachovia. Investors
and security holders are urged to read the registration statement (when
available) and any other relevant documents filed or to be with the SEC, as well
as any amendments or supplements to those documents, because they contain (or
will contain) important information. Investors and security holders may obtain a
free copy of the registration statement (when available) and such other
documents at the SEC's Internet web site at www.sec.gov. The registration
statement (when available) and such other documents may also be obtained free of
charge from SunTrust by directing such request to: SunTrust Banks, Inc., 303
Peachtree Street, N.E., Atlanta, GA 30308, Attention: Gary Peacock
(404-658-4753).
Dear [ ]:
Thank you for your kind words of support for our proposed merger with Wachovia.
We are grateful for your decision to vote against the First Union deal.
Since the SunTrust proposal was made public it has received considerable support
from industry analysts, community leaders -- and many Wachovia shareholders like
you. This bolsters our conviction that pursuing this merger is the right thing
to do.
As the deadline nears, you can stay informed on the latest developments by
contacting me directly, visiting our website, www.suntrustwachoviaproposal.com,
or calling Innisfree M&A at 1-877-750-9501 (8 a.m. to 6 p.m. Eastern, Monday
through Friday).
Should we ultimately complete a merger with Wachovia, I look forward to
welcoming you as a SunTrust shareholder.
Sincerely,
P.S. Don't forget to sign, date and return your BLUE proxy card immediately to
vote "AGAINST" the First Union merger.
On May 14, 2001, SunTrust delivered a merger proposal to the Board of Directors
of Wachovia. Subject to future developments, SunTrust intends to file with the
SEC a registration statement at a date or dates subsequent hereto to register
the SunTrust shares to be issued in its proposed merger with Wachovia. Investors
and security holders are urged to read the registration statement (when
available) and any other relevant documents filed or to be with the SEC, as well
as any amendments or supplements to those documents, because they contain (or
will contain) important information. Investors and security holders may obtain a
free copy of the registration statement (when available) and such other
documents at the SEC's Internet web site at www.sec.gov. The registration
statement (when available) and such other documents may also be obtained free of
charge from SunTrust by directing such request to: SunTrust Banks, Inc., 303
Peachtree Street, N.E., Atlanta, GA 30308, Attention: Gary Peacock
(404-658-4753).