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 25, 2001
THE FOLLOWING IS A PRESS RELEASE ISSUED YESTERDAY BY SUNTRUST BANKS, INC.
NEWS
--------------------------------------------------------------------------------
SUNTRUST
CONTACTS:
Investors Media
Gary Peacock Barry Koling George Sard/Debbie Miller/Denise DesChenes
SunTrust SunTrust Citigate Sard Verbinnen
404-230-5392 404-230-5268 212-687-8080
For Immediate Release
---------------------
July 24, 2001
SUNTRUST URGES WACHOVIA SHAREHOLDERS TO REJECT
PROPOSED FIRST UNION TRANSACTION
ATLANTA, GA - SunTrust Banks, Inc. (NYSE:STI) today sent the following
letter to the shareholders of Wachovia Corporation (NYSE:WB) summarizing the
major reasons why SunTrust believes shareholders should vote against the
proposed First Union (NYSE: FTU) transaction.
The text of the letter follows:
July 24, 2001
Dear Wachovia Shareholder:
The vote on the First Union merger proposal at Wachovia's August 3
shareholders' meeting is now only days away, and this may be your last
opportunity to secure a better deal by voting "AGAINST" that merger. Even if you
previously voted in favor of the First Union merger proposal, you can still
change your vote. To vote "AGAINST" the merger, simply sign, date and return the
enclosed BLUE proxy card. TIME IS SHORT - ACT TODAY.
With the voting deadline rapidly approaching, we thought it would be helpful to
summarize what we see as the ten major reasons for Wachovia shareholders to
reject the First Union merger proposal:
1. SUNTRUST PROVIDES SUPERIOR VALUE
The numbers don't lie. SunTrust's merger proposal has had a higher value than
the First Union merger proposal every day since our merger proposal was
announced more than 10 weeks ago. Based on July 23, 2001 closing prices,
SunTrust's merger proposal represents an AGGREGATE PREMIUM TO WACHOVIA
SHAREHOLDERS OF APPROXIMATELY $800 MILLION over the implied value of the
proposed First Union merger. While these values fluctuate daily with changes
in the market value of SunTrust's and First Union's shares, as recently as
July 17, 2001 SunTrust's merger proposal represented an AGGREGATE PREMIUM OF
MORE THAN $1 BILLION over the implied value of the proposed First Union
merger.
2. SUNTRUST'S SIMPLER AND BETTER DIVIDEND
SunTrust's dividend proposal is simple and straightforward. We would
increase our dividend so that
on a pro forma basis you would receive the same $2.40 per share dividend you
currently receive from Wachovia. And just as importantly, WHEN SUNTRUST'S
DIVIDEND INCREASES, YOU WOULD PARTICIPATE IN THAT DIVIDEND INCREASE FROM THE
FIRST CENT ON UP.
Under First Union's complex dividend plan, the current annual dividend rate
on your common stock will fall from $2.40 per share to $1.92 per share on a
pro forma basis - $0.48 per share less than you currently receive from
Wachovia. Because of this, First Union is offering a choice of an additional
$0.48 per share payment in the first year only or a new and complicated
separate security that First Union calls a "DEP." THE PROBLEM WITH THE DEP,
OF COURSE, IS THAT IF FIRST UNION'S COMMON STOCK DIVIDEND GOES UP, THE
PAYMENT ON THE DEP GOES DOWN. First Union would have to increase its annual
common stock dividend payment by more than $0.48 per share, or 25%, before
you receive the first cent of any actual First Union dividend increase.
********************************************************************************
BULLETIN
THE NORTH CAROLINA BUSINESS COURT RECENTLY RULED THAT WACHOVIA'S DIRECTORS
BREACHED THEIR FIDUCIARY DUTY TO YOU BY AGREEING TO A "COERCIVE" NON-TERMINATION
PROVISION IN THE FIRST UNION MERGER AGREEMENT. AS DESCRIBED IN PARAGRAPH 10 OF
THIS LETTER, THAT PROVISION WAS INVALIDATED BY THE COURT.
********************************************************************************
3. SUNTRUST'S SUPERIOR DIVIDEND HISTORY
SunTrust's dividend rate has increased every year since its formation in
1985. During the past five years, SunTrust's dividend increased from $0.83
per share in 1996 to $1.60 per share today (on an annualized basis) -- an
increase during the five-year period of 93%. Over the same five-year period,
First Union's dividend fell from $1.10 per share in 1996 to only $0.96 per
share today (on an annualized basis). And earlier this year, FIRST UNION
SURPRISED ITS SHAREHOLDERS WITH A MASSIVE 50% CUT IN DIVIDENDS only weeks
after First Union's Chief Executive Officer said there was no need to cut the
dividend.
4. SUNTRUST'S STRONGER EARNINGS AND REVENUE GROWTH
In 1996, First Union had core earnings per share of $3.10. The First Call
consensus estimate for 2001 is for First Union core earnings per share of
$2.60 -- a $0.50 per share, or 16%, decrease. In contrast, comparable
figures for SunTrust show a 75% rise during the same period from $2.72 to
$4.76 per share.
Similarly, in 1996, First Union had per share revenue of $13.11.
Annualizing its performance for the first half of 2001 leads to 2001
revenue of $13.49 per share, an increase of less than 3% in five years.
Comparable figures for SunTrust during the same five year period show an
increase from $11.58 to $17.68, or an increase of 53%.
2
5. FIRST UNION'S POOR STOCK PRICE PERFORMANCE
At the start of 1999, First Union's stock price was $60.81. By the end of
1999, it was $32.94. Even today -- despite First Union's constant talk
about "restructuring," "revitalization," "new management" and "momentum,"
THE FACT IS FIRST UNION'S STOCK PRICE IS ONLY $34.74 - AN INCREASE OF BARELY
5% IN MORE THAN 18 MONTHS SINCE THE END OF 1999.
6. FIRST UNION'S HIGH RISK PROFILE AND VOLATILE EARNINGS MIX
In contrast to SunTrust and Wachovia, First Union is engaged in higher risk
businesses resulting in a more volatile earnings mix. For example, First
Union is committed to investment banking on a national scale, a highly
competitive business where First Union has no competitive advantage. Its
corporate and investment banking operating earnings declined 45% from the
first quarter of 2000 to the second quarter of 2001. FIRST UNION ALSO HAS A
MUCH MORE RISKY BALANCE SHEET THAN SUNTRUST OR WACHOVIA. Notably, First Union
has a principal investing portfolio (including high risk technology venture
capital investments) totaling $3 billion at the beginning of 2001. WE DOUBT
YOU INTENDED TO INVEST IN A COMPANY WITH THIS TYPE OF RISK PROFILE WHEN YOU
BOUGHT YOUR WACHOVIA SHARES.
7. FIRST UNION'S HISTORY OF BUNGLED ACQUISITIONS
First Union always claims its major acquisitions will be successful, but
has a deeply disturbing history of overpredicting and underdelivering. When
First Union announced its proposed acquisition of CoreStates Financial Corp.
in November 1997, it presented illustrative post-acquisition 1999 earnings
per share of $4.46. When the acquisition was completed in 1998, First Union
lost 19% of CoreStates customers and suffered major integration problems. And
when 1999 came, First Union's operating earnings per share were only $3.40 -
23.8% LESS THAN FIRST UNION PRESENTED WHEN ANNOUNCING THE ACQUISITION.
In June 1998, First Union acquired The Money Store for $2.1 billion. The
acquisition turned out to be a complete failure and just two years later --
in June 2000 -- First Union announced that The Money Store was being shut
down. THE MONEY STORE DEBACLE CONTRIBUTED TO RESTRUCTURING AND OTHER CHARGES
OF $4.9 BILLION AGAINST FIRST UNION'S EARNINGS IN 2000 -- ONE OF THE LARGEST
CHARGES AGAINST EARNINGS IN THE HISTORY OF CORPORATE AMERICA.
8. FIRST UNION PLANS MORE JOB LOSSES AND BRANCH CLOSINGS
First Union already has increased its estimate of the number of Wachovia
bank branches it plans on shutting down. It now says it will close 325
Wachovia branches -- almost half of Wachovia's existing bank branches. First
Union also plans on eliminating 7,000 jobs. In contrast, SunTrust expects to
eliminate 3,000 fewer jobs and to close 150 to 175 fewer branches --
including no merger-related closings in North Carolina and South Carolina.
9. FIRST UNION'S TRAMPLING OF SHAREHOLDER RIGHTS
First Union, in our view, has already shown a complete disregard for your
rights as a shareholder of Wachovia. In response to SunTrust's proposal for
an amendment to Wachovia's bylaws that would have allowed holders of 10% of
Wachovia shares to call a special meeting of shareholders, within a
3
matter of days First Union engineered a new law in North Carolina which
effectively eliminated the right of Wachovia shareholders to call a special
meeting.
10. COURT THROWS OUT "COERCIVE" PROVISION IN FIRST UNION MERGER AGREEMENT
A recent decision of the North Carolina Business Court struck down a
"coercive" provision in the First Union merger agreement that would have
prevented Wachovia from entering into a merger agreement with SunTrust
before mid-January 2002. THE COURT'S DECISION MEANS THAT WACHOVIA AND
SUNTRUST CAN NOW BEGIN NEGOTIATING A MERGER AGREEMENT THE DAY WACHOVIA
SHAREHOLDERS REJECT THE PROPOSED FIRST UNION MERGER. This is an important
victory for Wachovia shareholders. In finding the merger agreement provision
invalid and unenforceable, the Court found the provision to be an
"impermissible abrogation of the duties of the Wachovia directors." The
Court stated that by agreeing to this provision, the Wachovia Board
"impermissibly tied its hands" and "limited their ability to perform their
fiduciary duties." IT IS CLEAR THAT NEITHER FIRST UNION NOR WACHOVIA WAS
LOOKING OUT FOR YOUR INTERESTS WHEN THEY PUT THAT INVALID PROVISION IN
THEIR MERGER AGREEMENT.
We urge you to protect your investment and preserve your choices. Vote
"AGAINST" the First Union merger proposal by signing, dating and returning
the enclosed BLUE proxy card. Time is short, so please act today.
Thank you for your continued support.
Sincerely,
/s/ L. Phillip Humann
L. Phillip Humann
Chairman, President and
Chief Executive Officer
********************************************************************************
IMPORTANT
If you have questions in voting your shares, please contact the firm assisting
us in the solicitation of proxies:
INNISFREE M&A INCORPORATED
TOLL-FREE SHAREHOLDER INFORMATION LINE: 1-877-750-9501
********************************************************************************
SUPPLEMENTAL INFORMATION
RECENT DEVELOPMENTS -- CERTAIN LITIGATION
On July 20, 2001, the North Carolina Business Court declared invalid and
unenforceable a provision of
4
the Merger Agreement between First Union and Wachovia that would have prevented
Wachovia from entering into a merger agreement with SunTrust or any other party
other than First Union before January 16, 2002. As a result of this decision,
Wachovia is in a position to enter into negotiations with SunTrust or any other
party immediately following rejection of the proposed First Union merger by
Wachovia shareholders. Also, on July 20, 2001, the Court declined to
preliminarily enjoin enforcement of First Union's stock lock-up option or the
filing of a certificate of 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 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). This letter contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Factors that
could cause actual results to differ materially from the anticipated results or
other expectations expressed in the forward-looking statements can be found in
SunTrust's Proxy Statement filed with the SEC on June 25, 2001 and 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 SEC and available at the SEC's
Internet site (http://www.sec.gov).
SunTrust Banks, Inc., based in Atlanta, Georgia, is the nation's 9th
largest commercial banking organization. The Company provides a wide range of
services to meet the financial needs of its growing customer base in Alabama,
Florida, Georgia, Maryland, Tennessee, Virginia, and the District of Columbia.
Its primary businesses include traditional deposit and credit services as well
as trust and investment services. Through various subsidiaries the Company
provides credit cards, mortgage banking, insurance, brokerage and investment
services. SunTrust's Internet address is www.suntrust.com
# # #
This press release 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 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,
5
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).
6