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]
Check the appropriate box:
[ ] 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
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
SUNTRUST BANKS, INC.
--------------------------------------------------------------------------------
(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:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
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):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
________________________________________________________________________________
[ ] 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:
________________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
3) Filing Party:
________________________________________________________________________________
4) Date Filed:
________________________________________________________________________________
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 DOCUMENT WAS SENT BY SUNTRUST BANKS, INC. TO CERTAIN SHAREHOLDERS
OF WACHOVIA CORPORATION.
"Even if shareholders reject Wachovia Corp.'s proposed merger of equals with
First Union Corp., the banks will not give up their fight to get the deal
approved and may ask shareholders to vote again, Wachovia chairman and chief
executive, L.M. Baker Jr., said yesterday.
"This is a good transaction and it should be done," he said. Baker said that he
would continue to talk to First Union if shareholders vote against the deal Aug.
3. "It (the deal) doesn't just die on that day. This is a good transaction and
it should be done."
Baker said that the bank's merger agreement would be in force until mid-January
giving them the right to review the deal, and "to see if something was missed"
in their efforts to woo shareholders. [Note: the non-termination provision of
the merger agreement was invalidated by the N.C. Business Court on July 20.
Wachovia may now enter into merger negotiations with any institution upon defeat
of the First Union proposal].
O The Winston Salem Journal, July 11, 2001
Also, at a North Carolina court hearing Thursday, a lawyer for SunTrust quoted
Mr. Baker as saying in a deposition that he had been shopping his company around
the East Coast over the past year. Among those he talked with were executives at
Citizens Financial Group, a $32 billion-asset Providence, R.I., company, the
lawyer said.
O The American Banker, July 20, 2001
One of the key courtroom revelations that SunTrust used to bolster that view was
that Baker on two occasions met with executives of Citizens Financial, a
Connecticut-based bank controlled by Royal Bank of Scotland. The talks never led
to a deal, but the fact that they existed along with recent conversations with
First Union, SunTrust and even BB&T was cast by SunTrust attorneys as evidence
that Wachovia management believed a merger - with anybody--to be in the bank's
best interest.
O The Business Journal, (Greensboro, NC)
July 20, 2001
BB&T, which was recently reported to have kicked the Wachovia tires about the
same time as SunTrust and First Union Corp., has also tried to talk deal with
Wachovia more than once.
John Allison, the chairman and chief executive at BB&T, proposed merging his
company with Wachovia twice during the past year but was turned down both times.
O The American Banker, June 8, 2001
According to Der Spiegel, the banking giant (Deutsche Bank) is considering
buying 25% of Wachovia, which would give it a controlling interest in Wachovia
and a distribution network throughout the Southeast. A full takeover might also
be in the works, the magazine said.
Tony Plath, a banking professor at the University of North Carolina at
Charlotte, said that Deutsche Bank has more than enough money to "trump" offers
by First Union or SunTrust Banks, Inc
O The Winston Salem Journal, July 10, 2001