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 31, 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 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.
THE FOLLOWING IS AN ADVERTISEMENT WHICH RAN TODAY IN VARIOUS EAST COAST
PUBLICATIONS.
[SUNTRUST LOGO]
Dear Wachovia Shareholder:
On May 14, SunTrust proposed a merger with Wachovia at a premium price well in
excess of the value of the proposed First Union merger. We were convinced then,
and we are convinced today, that a SunTrust/ Wachovia combination would create
the premier Southeastern financial services franchise by uniting two
complementary banking institutions and cultures. Like SunTrust, Wachovia has
been committed to local markets, quality service, and relationship-based
banking.
We believe our proposal is superior in every way to the proposed First Union
merger, offering a higher current value - $915 million more - a simpler and
better dividend, and SunTrust's stronger currency and track record. A
SunTrust/Wachovia combination would also result in far fewer job losses and
branch closings than under the First Union plan - clearly better for Wachovia's
customers and employees.
You have an important decision to make on August 3. If you reject the First
Union merger,Wachovia could immediately begin merger negotiations with SunTrust
or a third party. We urge you to vote AGAINST the First Union merger on your
BLUE proxy card. This will send your Board a clear and unequivocal message that
you want a better deal.
We've built our success for many years by working for our shareholders and
partnering with our employees, customers and the Southeastern communities we
serve. We're proud of our track record and we'd like to share our future success
with you.
Sincerely yours,
/s/ Phil Humann
Phil Humann
Chairman, President and Chief Executive Officer
303 PEACHTREE STREET, NE o ATLANTA, GEORGIA 30308
If you have questions or need assistance voting your shares, please call
INNISFREE M&A Incorporated toll-free at 877-750-9501.
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
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).
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