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 20, 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.
THE FOLLOWING IS A LETTER DELIVERED TODAY TO CERTAIN INSTITUTIONAL SHAREHOLDERS
OF WACHOVIA CORPORATION AND TO CERTAIN CORPORATE GOVERNANCE ORGANIZATIONS
[SunTrust Banks, Inc. letterhead]
July 20, 2001
Dear Institutional Investor:
We are writing to let you know there has been a major development in the North
Carolina litigation that opens the way for SunTrust to move quickly to complete
a merger with Wachovia if the First Union merger proposal is defeated.
Earlier today, the North Carolina Business Court invalidated what it called a
"coercive" provision of the Wachovia-First Union merger agreement that would
have prevented Wachovia from entering into a merger agreement with SunTrust
before mid-January 2002.
This is what the Court's decision means:
o Wachovia and SunTrust can begin negotiating a merger agreement the day
Wachovia shareholders reject the proposed First Union merger.
o There could be a final, executed Wachovia-SunTrust merger agreement within
10 days.
o Since our due diligence review of Wachovia was substantially completed last
December, our updated confirmatory due diligence review could easily be
completed within the same 10-day window.
o SunTrust is far along in the regulatory approval process for a combination
with Wachovia, and all approvals should be obtained well in advance of the
shareholder vote on the transaction.
o A Wachovia-SunTrust merger could be voted on and completed by the end of
November 2001.
We also thought you would be interested in knowing what the Court had to say
about the actions of the Wachovia Board in agreeing to the judicially
invalidated non-termination provision:
o The invalidated provision was "coercive" and "an impermissible abrogation
of the duties of the Wachovia directors...impeding the free exercise of the
Wachovia shareholders' right to vote on the merger."
o The Wachovia Board "limited their ability to perform their fiduciary
duties."
o The Wachovia Board "impermissibly tied its hands and cannot do the very
thing the Delaware Supreme Court found to be of fundamental importance to
the shareholders -- 'negotiating a possible sale of the corporation.'"
The Court also noted, quite correctly, that in the absence of the judicially
invalidated non-termination provision, "[Wachovia] directors are not prevented
from fulfilling their fiduciary duty if another offer is made after a negative
vote" on the proposed First Union merger.
We always have believed that the SunTrust proposal is a better alternative for
Wachovia shareholders. Now we also know that with your support and your vote
"AGAINST" the First Union merger proposal, a Wachovia-SunTrust merger can happen
on a fast-track basis.
Once again, we thank you for your consideration and support.
Sincerely,
/s/ L. Phillip Humann
L. Phillip Humann
Chairman, President and
Chief Executive Officer
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 PRESS RELEASE ISSUED TODAY BY SUNTRUST BANKS, INC.
[SUNTRUST LOGO]
CONTACTS:
Investors Media
Gary Peacock Barry Koling George Sard/Debbie Miller/Denise DesChenes
SunTrust SunTrust Citigate Sard Verbinnen
404-658-4879 404-230-5268 212-687-8080
For Immediate Release
---------------------
July 20, 2001
SUNTRUST TELLS WACHOVIA SHAREHOLDERS THAT DOOR IS OPEN
FOR QUICK COMPLETION OF A SUNTRUST/WACHOVIA MERGER
IF THEY REJECT FIRST UNION TRANSACTION
ATLANTA, GA - SunTrust Banks, Inc. (NYSE: STI) today sent a letter to
shareholders of Wachovia Corporation (NYSE:WB) informing them that today's
ruling by the North Carolina Business Court opens the way for the quick
completion of a SunTrust/Wachovia merger, if Wachovia shareholders reject the
First Union transaction.
The text of the letter follows:
We are writing to let you know there has been a major development in the North
Carolina litigation that opens the way for SunTrust to move quickly to complete
a merger with Wachovia if the First Union merger proposal is defeated.
Earlier today, the North Carolina Business Court invalidated what it called a
"coercive" provision of the Wachovia-First Union merger agreement that would
have prevented Wachovia from entering into a merger agreement with SunTrust
before mid-January 2002.
This is what the Court's decision means:
o Wachovia and SunTrust can begin negotiating a merger agreement the day
Wachovia shareholders reject the proposed First Union merger.
o There could be a final, executed Wachovia-SunTrust merger agreement within
10 days.
o Since our due diligence review of Wachovia was substantially completed last
December, our updated confirmatory due diligence review could easily be
completed within the same 10-day window.
o SunTrust is far along in the regulatory approval process for a combination
with Wachovia, and all approvals should be obtained well in advance of the
shareholder vote on the transaction.
o A Wachovia-SunTrust merger could be voted on and completed by the end of
November 2001.
We also thought you would be interested in knowing what the Court had to say
about the actions of the Wachovia Board in agreeing to the judicially
invalidated non-termination provision:
o The invalidated provision was "coercive" and "an impermissible abrogation
of the duties of the Wachovia directors...impeding the free exercise of the
Wachovia shareholders' right to vote on the merger."
o The Wachovia Board "limited their ability to perform their fiduciary
duties."
o The Wachovia Board "impermissibly tied its hands and cannot do the very
thing the Delaware Supreme Court found to be of fundamental importance to
the shareholders -- 'negotiating a possible sale of the corporation.'"
The Court also noted, quite correctly, that in the absence of the judicially
invalidated non-termination provision, "[Wachovia] directors are not prevented
from fulfilling their fiduciary duty if another offer is made after a negative
vote" on the proposed First Union merger.
We always have believed that the SunTrust proposal is a better alternative for
Wachovia shareholders. Now we also know that with your support and your vote
"AGAINST" the First Union merger proposal, a Wachovia-SunTrust merger can happen
on a fast-track basis.
Once again, we thank you for your consideration and support.
Sincerely,
/s/ L. Phillip Humann
L. Phillip Humann
Chairman, President and
Chief Executive Officer
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
(404-230-5392).
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, 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).