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 13, 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 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 [ ]:
I've been unsuccessful in attempting to reach you over the last several
days. My reason for contacting you is to discuss your upcoming vote
regarding the proposed First Union-Wachovia merger. There is important
information that I want to make you aware of.
Could you please call me at your earliest convenience? My direct number is
[PHONE NUMBER]. I look forward to your call.
Sincerely,
Dear [ ]:
I've been unsuccessful in attempting to reach you over the last several
days. My reason for contacting you is to discuss your upcoming vote
regarding the proposed First Union-Wachovia merger. There is important
information that I want to make you aware of.
SunTrust believes that its 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 contacting me directly at [PHONE NUMBER],
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 consideration. 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).
Dear [ ]:
I've been unsuccessful in attempting to reach you over the last several
days. My reason for contacting you is to discuss your upcoming vote
regarding the proposed First Union-Wachovia merger.
I have enclosed important information on the competing proposals from both
SunTrust and First Union. I urge you to review these materials before
making your decision.
SunTrust believes that its 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 the attached materials. Also, updated
information on our merger proposal is available by contacting me directly
at [PHONE NUMBER], 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 consideration. 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).