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/
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/ / 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
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(Name of Registrant As Specified In Its Charter)
SUNTRUST BANKS, INC.
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(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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / 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:
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2) Form, Schedule or Registration Statement No.
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3) Filing party:
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4) Date filed:
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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.
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).
The following letter to the editor was printed in the Charlotte Observer on
July 17, 2001. SunTrust may send substantially identical letters to other
local newspapers in North Carolina from time to time.
For the record
WHICH BANK MERGER?
SUNTRUST CHIEF ARGUES THAT A MERGER OF WACHOVIA AND FIRST UNION ISN'T
BETTER FOR NORTH CAROLINA
By PHIL HUMANN
Special To The Observer
In several recent visits to Charlotte to talk about our proposal to acquire
Wachovia Corporation, I have been gratified by the courtesy shown me by
Wachovia shareholders, members of the local business community and the news
media.
In numerous meetings, however, and at different forums, one question keeps
coming up: Isn't voting against the merger of Wachovia and First Union -
both North Carolina banks - a vote against the interests of North Carolina?
While I respect the sentiment embodied in that question, I believe the
answer is a resounding "no." I know there is a lot of communication taking
place right now as both SunTrust and First Union seek to draw attention to
what we each see as the merits of our competing proposals for Wachovia. But
in terms of the impact on North Carolina of one merger or the other, I
believe the facts speak for themselves in three key areas: Job Losses:
First Union projects job reductions in the 7,000 range. SunTrust
anticipates the elimination of about 3,000 fewer jobs. So, we can expect
North and South Carolina Wachovia employees to be negatively affected much
more under a First Union merger than under SunTrust.
Branch Closings: According to their own estimates, the First Union offer
will result in some 325 branch closings, many in North and South Carolina,
as overlapping branches are eliminated. In greater Charlotte, for example,
First Union operates 41 offices and Wachovia operates 23. By contrast,
SunTrust's merger proposal contemplates closing between 150 and 175
branches overall. The big difference is that none of those closings would
be in North Carolina or South Carolina because we don't have any
overlapping SunTrust and Wachovia branches in these states. Competition:
Merging Wachovia into First Union means one less bank operating in North
Carolina. So, in Charlotte and across the Carolinas, customers would find
themselves with less competition and less access to banking services.
What it boils down to is that if a Wachovia shareholder is concerned with
doing what's best for North Carolina, we believe a vote against the First
Union merger is the right choice. Fortunately, Wachovia shareholders do
have a choice.
Phil Humann is chairman, president and CEO of SunTrust Banks, Inc