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 17, 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.
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 is a transcript of additions to the content of the web site
www.SunTrustWachoviaProposal.com. The web site gives additional information
regarding the merger proposal of SunTrust Banks, Inc. with respect to
Wachovia Corporation.
The following questions and answers will appear under the Section entitled
"Frequently Asked Questions" and under the "Q&A" in each applicable
Section.
WB EMPLOYEES
AS A WACHOVIA EMPLOYEE, CAN YOU TELL ME IF SUNTRUST'S SEVERANCE AND
BENEFITS PACKAGES ARE COMPARABLE TO THE ONES I CURRENTLY HAVE?
Severance packages for employees displaced in any merger as well as other
integration-related issues are typically part of merger negotiations. Since
we've not yet had the opportunity to discuss these issues with Wachovia
management, it's premature to comment--or to speculate--on details of
severance packages.
With that said, SunTrust offers a competitive benefits package and we
continually review and update our benefits offerings to ensure that we have
the ability to attract and retain the best employees. We would expect that
should we enter into merger negotiations with Wachovia, providing highly
competitive severance, retirement and other benefits that meet the needs of
employees would be a high priority.
WOULD YOU DISPLACE THE MAJORITY OF ALL NORTH CAROLINA BASED HOME OFFICE
SENIOR MANAGEMENT?
SunTrust management looks forward to working with senior managers at
Wachovia to create the premier financial services franchise in the
Southeast. SunTrust expects that there would be leadership roles in the
combined company for numerous members of Wachovia's management, and
SunTrust's history supports that position--three of SunTrust's four vice
chairmen came from acquired companies. In December, SunTrust and Wachovia
had agreed to most, if not all, management roles and they were
approximately split equally. We would expect to use that plan as a blue
print for our discussions with the Wachovia board, but as with other
integration issues, it's premature to comment--or speculate--on specifics
at this time.
IF YOU ARE SUCCESSFUL, WILL YOU CONTINUE TO SUPPORT COMMUNITY PROJECTS AND
CHARITIES THAT WACHOVIA CURRENTLY SUPPORTS?
Like Wachovia, SunTrust has a long history of supporting a variety of
community initiatives. We would expect that tradition to continue, however
it's premature for us to discuss specific sponsorships or marketing
opportunities at this time.
IF SUNTRUST IS ABLE TO ACQUIRE WACHOVIA, DO YOU ALREADY KNOW WHICH BRANCHES
WOULD BE KEPT AND WHICH WOULD BE CLOSED?
We don't know. As with other integration issues, we believe it's more
beneficial for the combined company, its customers, and employees to work
with Wachovia management to thoughtfully develop transition plans. Along
with many other issues, those plans would include which branches to close
or consolidate.
STI SHAREHOLDER:
AS A SUNTRUST SHAREHOLDER, DO I HAVE ANY VOTE ON THE MERGER AT THIS POINT?
Not at this time. In order for Wachovia and SunTrust to successfully merge,
Wachovia shareholders must first vote down the proposed First Union and
Wachovia merger proposal.
GENERAL
ARE THE TELEVISION ADS THAT FIRST UNION AND WACHOVIA ARE AIRING MISLEADING
SINCE THE ADS IMPLY THAT THE COMPANIES HAVE ALREADY MERGED?
We believe that the advertisements, like First Union's successful efforts
to change North Carolina law concerning shareholder rights, are just
another example of First Union imposing it's will on the Wachovia
shareholders.
WB SHAREHOLDER QUESTIONS:
I RECEIVED A SUNTRUST PROXY CARD THAT WAS WHITE, NOT BLUE. WAS THIS A MISTAKE?
Unfortunately, the company that tabulates proxy votes for shares held in
"street name" included white voter instruction forms that were marked "BLUE
PROXY" with a small number of our proxy statement mailings. The white form
is a valid proxy when signed, dated and returned to us. In all of our
subsequent mailings, the proxy cards and voting instruction forms will be
BLUE. We apologize for any confusion this has caused. Over the next several
weeks, you will be receiving other proxy materials from SunTrust that will
include the BLUE proxy card. Remember, ONLY YOUR LATEST DATED, SIGNED PROXY
COUNTS.
IF I AM VOTING FOR SUNTRUST AND SENDING IN MY BLUE PROXY AGAINST THE FTU/WB
MERGER, WHY CAN'T I SEND IN MY WACHOVIA PROXY AND STILL VOTE AGAINST IT?
We believe that it's important that you vote against the merger on the BLUE
proxy card because we can ensure that your proxy is validly executed and it
provides us with the ability to help us gauge shareholder support for our
efforts and fine tune our communication efforts. And finally, if you vote
on the white proxy card and for whatever reason, do not mark the AGAINST
box for the merger proposal, you will have inadvertently voted for the
merger. All of the proposals to be voted on at the Meeting appear on the
BLUE proxy card, so there is no need to use the white proxy card.
WHY AM I RECEIVING MULTIPLE PROXY CARDS FOR THE SAME STOCK? WHAT HAPPENS IF
I SEND IN BOTH?
Both companies are sending multiple cards to insure that you vote your
shares. You may vote as many times as you'd like, but ONLY YOUR LATEST
DATED, SIGNED PROXY COUNTS. If you have any questions or need any
assistance in voting your shares, please call our proxy solicitor,
Innisfree M&A Incorporated, toll-free at 1-877-750-9501.
IS IT TRUE THAT IF I OWN STOCK THROUGH THE WACHOVIA RETIREMENT SAVINGS AND
PROFIT SHARING PLAN AND DO NOT INSTRUCT THE TRUSTEE HOW TO VOTE MY SHARES,
THE TRUSTEE WILL VOTE MY SHARES AT ITS DISCRETION?
Under the provisions of the plan, IF YOU DO NOT DIRECT THE TRUSTEE AS TO
HOW TO VOTE YOUR PLAN SHARES, SOMEONE ELSE WILL MAKE THAT DECISION FOR YOU.
Wachovia has designated U.S. Trust Company, N.A. to vote your Plan shares
if you don't.
CAN I VOTE MY SHARES THROUGH THE INTERNET OR ON THE PHONE?
No. Because this is a contested solicitation, your shares can only be voted
through a written proxy or by attending the meeting. If you have any
questions or need any assistance in voting your shares, please call our
proxy solicitor, Innisfree M&A Incorporated, toll-free at 1-877-750-9501.
WHAT DO I DO IF I INCORRECTLY FILL OUT MY PROXY CARD?
Over the next several weeks, you will be receiving letters and proxy
materials from SunTrust. Each mailing will contain a proxy card, which you
may use to vote your shares at the meeting. If you've changed your mind, or
think you made a mistake on an earlier proxy, please sign, date and return
another proxy card. You may vote as many times as you'd like, but ONLY YOUR
LATEST DATED, SIGNED PROXY COUNTS. If you have any questions or need any
assistance in voting your shares, please call our proxy solicitor,
Innisfree M&A Incorporated, toll-free at 1-877-750-9501.