| 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 |
The following is an advertisement which ran today in national publications.
WACHOVIA SHAREHOLDERS:
$915 MILLION.
That's a lot of money
to leave on the table.
[Money Pile Graphic]
The value of the SunTrust merger proposal is currently
$915 million more than the value of the First Union proposal.
To protect your valuable investment, vote AGAINST the First Union merger.
Please sign, date and return the BLUE proxy card today.
[SunTrust Logo]
www.suntrustwachoviaproposal.com • 1-800-480-5772
Note: Based on July 26, 2001 closing prices, SunTrust's merger proposal represents an aggregate premium to Wachovia shareholders of approximately $915 million over the implied value of the proposed 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 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 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 (404-230-5392).