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 the use of
the Commission only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/x/ Soliciting Material Pursuant to Rule 14a-12
WACHOVIA CORPORATION
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(Name of Registrant As Specified In Its Charter)
SUNTRUST BANKS, INC.
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(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:
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2) Aggregate number of securities to which transaction applies:
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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):
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Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
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The following are two press releases issued by SunTrust Banks, Inc.
on June 13, 2001.
[Logo of SunTrust Banks, Inc.]
FOR IMMEDIATE RELEASE
Contacts:
Investors Media
Gary Peacock Barry Koling Carolyn Gosselin
404/658-4879 404/230-5268 404/558-8677
SUNTRUST AUTHORIZES 5 MILLION SHARE STOCK REPURCHASE PROGRAM
ATLANTA (June 13, 2001) -- The Board of Directors of SunTrust Banks, Inc.
(NYSE:STI) today authorized the repurchase of up to 5 million shares of the
Company's common stock. Management expects these purchases to be made from
time to time in the open market or through privately negotiated
transactions depending on market conditions. This authorization is in
addition to the share repurchase announced in August of last year; less
than two million shares remain to be purchased under this existing
authorization.
L. Phillip Humann, Chairman, President and Chief Executive Officer of
SunTrust, stated, "We decided to increase our share repurchase
authorization because we believe that SunTrust shares are undervalued at
current trading prices. In addition, it is our expectation that, as we
continue to communicate with Wachovia shareholders and the marketplace
generally about the benefits of our proposal to merge with Wachovia - and
begin our proxy solicitation process - there will be a greater appreciation
of the compelling benefits of a SunTrust/Wachovia combination."
SunTrust Banks, Inc., headquartered in Atlanta, Georgia, is the nation's
ninth-largest commercial banking organization. As of March 31, 2001,
SunTrust had total assets of $103.7 billion and total deposits of $65.5
billion. The company operates through an extensive distribution network in
Alabama, Florida, Georgia, Maryland, Tennessee, Virginia and the District
of Columbia and also serves customers in selected markets nationally. 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 capital
markets services.
###
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, 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 June 12, 2001 SunTrust filed with
the Securities and Exchange Commission ("SEC") a revised preliminary proxy
statement for solicitation of proxies from Wachovia stockholders in
connection with the Wachovia 2001 annual meeting of stockholders. 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 the proposed transaction. Investors and
security holders are urged to read the proxy statement and registration
statement (when available) and any other relevant documents 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 proxy statement and the
registration statement (when available) and other relevant documents at the
SEC's Internet web site at www.sec.gov. The proxy statement, 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 (404-658-4753). SunTrust, its directors and executive officers and
certain other persons may be deemed to be "participants" in SunTrust's
solicitation of proxies from Wachovia stockholders. A detailed list of the
names, affiliations and interests of the participants in the solicitation
is contained in SunTrust's revised preliminary proxy statement on Schedule
14A, filed with the SEC on June 12, 2001.
[Logo of SunTrust Banks, Inc.]
Contact: Barry Koling
404-230-5268
For Immediate Release
June 13, 2001
SunTrust Says First Union's Proposed North Carolina Legislation
Would Disenfranchise Wachovia Shareholders
ATLANTA, GA - SunTrust Banks, Inc. (NYSE: STI) today issued the
following statement in response to legislation proposed in North Carolina
at the instigation of First Union (NYSE: FTU) that would disenfranchise
shareholders of Wachovia Corporation (NYSE: WB) and all other North
Carolina companies by preventing shareholders from calling special
meetings.
North Carolina and many other states - in fact a substantial majority
of states in the U.S. - now allow shareholders to call special meetings if
such provisions are included in either the bylaws or charter of a company.
The proposed legislation, passed today by the North Carolina House of
Representatives and to be taken up tomorrow by the Senate, would no longer
allow special shareholder meetings unless included in a company's charter.
Charter amendments must be proposed by a company's Board of Directors, not
by the shareholders.
Jim Wells, SunTrust Vice Chairman, said, "This misguided legislation
will hurt shareholders of all North Carolina companies and discourage
investment in any public company incorporated in North Carolina. Economic
development in North Carolina will suffer when investors realize that
midnight legislation can eviscerate their rights without warning. This is
not about protecting North Carolina companies; it is about disenfranchising
Wachovia's shareholders in a backdoor- effort to support First Union's
takeover of Wachovia. We find it unconscionable that Wachovia's management
would let First Union do this to Wachovia shareholders. Wachovia
shareholders, not First Union, should have the right to determine the fate
of their company. The First Union transaction will also hasten job losses
and bank branch closings, decrease competition for financial services and
have an overall negative impact on North Carolina communities. Our proposal
is better for North and South Carolina because consumers and business will
have more, not fewer, choices in selecting financial services providers. A
SunTrust/Wachovia merger also means no closed branches in North and South
Carolina and many fewer job losses."
SunTrust Banks, Inc., headquartered in Atlanta, Georgia, is the
nation's ninth-largest commercial banking organization. As of March 31
2001, SunTrust had total assets of $103.7 billion and total deposits of
$65.5 billion. The company operates through an extensive distribution
network in Alabama, Florida, Georgia, Maryland, Tennessee, Virginia and the
District of Columbia and also serves customers in selected markets
nationally. Its primary businesses include deposit, credit, trust and
investment services. Through various subsidiaries the company provides
credit cards, mortgage banking, insurance, brokerage and capital markets
services. SunTrust's Internet address is www.suntrust.com.
# # #
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, 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 June 12, 2001 SunTrust filed with
the Securities and Exchange Commission ("SEC") a revised preliminary proxy
statement for solicitation of proxies from Wachovia stockholders in
connection with the Wachovia 2001 annual meeting of stockholders. 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 the proposed transaction. Investors and
security holders are urged to read the proxy statement and registration
statement (when available) and any other relevant documents 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 proxy statement and the
registration statement (when available) and other relevant documents at the
SEC's Internet web site at www.sec.gov. The proxy statement, 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 (404-658-4753). SunTrust, its directors and executive officers and
certain other persons may be deemed to be "participants" in SunTrust's
solicitation of proxies from Wachovia stockholders. A detailed list of the
names, affiliations and interests of the participants in the solicitation
is contained in SunTrust's revised preliminary proxy statement on Schedule
14A, filed with the SEC on June 12, 2001.