Filed by SunTrust Banks, Inc.
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. 1-9021
Date: July 27, 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 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 LETTER WILL BE SENT TO SHAREHOLDERS OF WACHOVIA CORPORATION.
SUNTRUST
July 27, 2001
Dear Wachovia Shareholder:
The deadline for voting on the First Union merger proposal is just a few
days away. Unless you plan on attending the Shareholders' Meeting in
Winston-Salem, this is probably your last chance to vote. In our view, voting
down the First Union merger proposal is a win-win-win situation -- whether
through a sale to SunTrust, a renegotiated higher price from First Union or an
even better offer from another bidder.
WE BELIEVE THE FIRST UNION MERGER WILL COST YOU REAL AND MEASURABLE VALUE.
SUNTRUST'S PROPOSAL IS CURRENTLY WORTH ABOUT $915 MILLION MORE IN TOTAL VALUE,
BASED ON JULY 26 CLOSING MARKET PRICES. IN OTHER WORDS, SUNTRUST'S PROPOSAL IS
WORTH ABOUT $4.50 PER SHARE MORE THAN FIRST UNION'S.
To determine how much more SunTrust's offer means to you in additional
value, just multiply the number of Wachovia shares you own by $4.50. For
example, if you own 1,000 Wachovia shares, that represents an additional $4,500
in real value.
In addition, SunTrust's proposal provides you with a simpler and better
dividend. Historically, SunTrust's dividend rate has increased every year since
its formation in 1985, while First Union cut its dividend by 50% earlier this
year.
NOT ONLY DOES SUNTRUST'S PROPOSAL OFFER SUBSTANTIALLY HIGHER VALUE AND A
SIMPLER AND BETTER DIVIDEND, BUT FIRST UNION HAS A HISTORY OF DESTROYING VALUE
IN MERGERS. IN FIRST UNION'S LAST THREE MAJOR ACQUISITIONS -- SIGNET,
CORESTATES AND THE MONEY STORE -- SHAREHOLDERS WOULD HAVE DONE BETTER BY
SELLING THEIR SHARES AND PUTTING THE MONEY UNDER THEIR MATTRESS THAN BY HOLDING
ON TO FIRST UNION'S STOCK.
PROTECT YOUR INVESTMENT. VOTE "AGAINST" THE FIRST UNION MERGER PROPOSAL
TODAY. Even if you previously voted in favor of the merger, you can still
change your vote. To vote "AGAINST" the First Union merger, please sign, date
and return the enclosed BLUE proxy card in the prepaid overnight envelope we
have provided. Enclosed are instructions to arrange for a free pickup. If you
prefer, you can also fax your signed BLUE proxy card using the enclosed
instructions.
Time is very short. Please act now to vote "AGAINST" the First Union
merger proposal.
Sincerely,
/s/ L. Phillip Humann
L. Phillip Humann
Chairman, President and
Chief Executive Officer
-------------------
If you have questions in voting your shares, please contact the firm assisting
us in the solicitation of proxies, Innisfree M&A Incorporated, at
1-877-750-9501.
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 filed 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 relevant 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,
303 Peachtree Street, N.E., Atlanta, GA 30308, Attention: Gary Peacock
(404-658-4753).
PLEASE SIGN AND DATE YOUR
BLUE PROXY CARD,
AND RETURN IT TO SUNTRUST BANKS, INC.
C/O INNISFREE M&A INCORPORATED,
IN ONE OF TWO EASY WAYS:
BY FAX: 212-750-5799 (PLEASE FAX BOTH SIDES OF THE PROXY CARD.)
OR
BY FREE AIRBORNE: JUST PLACE YOUR PROXY CARD IN THE AIRBORNE RETURN ENVELOPE AND
FOLLOW THESE EASY STEPS:
1. COMPLETE THE AIRBORNE SHIPPING FORM:
o PRINT YOUR NAME AND ADDRESS IN SECTION 1 ("SHIPMENT FROM")
o SIGN SECTION 2 ("SENDER'S SIGNATURE & DATE")
o KEEP THE TOP COPY FOR YOUR RECORDS.
2. CALL 1-800-AIRBORNE (1-800-247-2676) TO SCHEDULE A PICK-UP. PLEASE TELL
AIRBORNE YOUR NAME, ADDRESS AND THE TIME THE SHIPMENT WILL BE READY.
3. YOU MAY ALSO DROP OFF THE RETURN ENVELOPE AT AN AIRBORNE DROP-OFF LOCATION.
JUST ACCESS WWW.AIRBORNE.COM FOR INFORMATION ON THE LOCATION NEAREST YOU.
REMEMBER, THE AIRBORNE SERVICE IS FREE TO YOU--
ALL CHARGES WILL BE BILLED TO ACCOUNT #[XXXXXXX].
THANK YOU!