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 PROXYGRAM WILL BE SENT TO CERTAIN SHAREHOLDERS OF WACHOVIA
CORPORATION.
.Return Address
PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD, NY 11717
.Text
July 27, 2001
SUNTRUST BANKS, INC.
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 still
can change your vote. Since time is short and your vote important, we have
established a method for you to vote by toll-free telephone call. Simply follow
the instructions below.
Sincerely,
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.
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY ARE
AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call Toll-Free 1-877-880-9547, anytime, day or night.
2. Tell the operator that you wish to send a collect ProxyGram to ID No.
8092/SunTrust Banks, Inc.
3. State your name, address and telephone number.
4. State the bank or broker at which your shares are held and your control
number as shown below:
Name: NA.1
Broker: Broker
Control Number: ControlNum
Number of Shares: NumShares
5. Give the operator your voting preferences, using the proxy text below.
This Proxy is Solicited on Behalf of SunTrust Banks, Inc.
in Opposition to the Solicitation by the
Wachovia Board of Directors
for Use at the Annual Meeting of Shareholders
of Wachovia Corporation
to be Held on August 3, 2001
The undersigned shareholder of Wachovia Corporation ("Wachovia") hereby appoints
Theodore J. Hoepner and John W. Spiegel and each or any of them, attorneys and
proxies of the undersigned, with full power of substitution, to vote all of the
shares of common stock, par value $5.00 per share, of Wachovia which the
undersigned is entitled to vote at the Annual Meeting of Shareholders of
Wachovia to be held on August 3, 2001 and at any adjournments, postponements,
continuations or reschedulings thereof (the "Annual Meeting"), with all the
powers the undersigned would possess if personally present at the Annual
Meeting, as directed below.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER AND AT THE DISCRETION OF THE PROXY HOLDERS AS TO ANY
OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. IF NO DIRECTION
IS INDICATED FOR ITEM 1, THIS PROXY WILL BE VOTED AGAINST APPROVAL OF THE
WACHOVIA/FIRST UNION PLAN OF MERGER. IF NO DIRECTION IS INDICATED ON ITEMS 2 OR
3, THIS PROXY WILL ABSTAIN FROM VOTING WITH RESPECT TO THOSE ITEMS.
THIS PROXY REVOKES ALL PRIOR PROXIES GIVEN BY THE UNDERSIGNED WITH RESPECT TO
THE MATTERS COVERED HEREBY.
SUNTRUST RECOMMENDS THAT YOU VOTE AGAINST ITEM 1 BELOW
1. Approval of the plan of merger contained in the Agreement and Plan of
Merger, dated April 15, 2001, and amended and restated, between Wachovia
Corporation, a North Carolina corporation, and First Union Corporation, a
North Carolina corporation.
( ) AGAINST ( ) FOR ( ) ABSTAIN
2. Election of directors of Wachovia Corporation
James S. Balloun Peter C. Browning W. Hayne Hipp
Lloyd U. Noland, III Dona Davis Young
*INSTRUCTION: (To withhold authority to vote for any
individual nominee, give that individual's name to the
operator.)
( ) FOR all nominees ( ) WITHHOLD AUTHORITY ( ) ABSTAIN
listed (except as for all nominees
indicated)* listed
3. Ratification of the appointment of Ernst & Young LLP as Wachovia
Corporation's independent auditors for the year 2001.
( ) FOR ( ) AGAINST ( ) ABSTAIN
4. The proxies are authorized to vote in their discretion upon all such other
matters as may properly come before the Annual Meeting.
Please give your name to the operator exactly as it appears hereon. When signing
as attorney, executor, administrator, trustee or guardian please give your full
title. If a corporation, please sign in full corporate name by the president or
other authorized officer. If a partnership, please sign the partnership name by
authorized person(s).
If you need assistance in voting your shares, please call
Innisfree M&A Incorporated, SunTrust's proxy solicitor,
Toll-free 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).