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: June 14, 2001
The following is a press release issued by SunTrust Banks, Inc. on June 14,
2001.
[Logo of SunTrust Banks, Inc.]
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
June 14, 2001
SUNTRUST SAYS PASSAGE OF FIRST UNION'S ANTI-SHAREHOLDER
LEGISLATION WILL HURT NORTH CAROLINA
ONLY RECOURSE FOR WACHOVIA SHAREHOLDERS IS TO VOTE DOWN
FIRST UNION TAKEOVER ON AUGUST 3
ATLANTA, GA - SunTrust Banks, Inc. (NYSE: STI) issued the following
statement in response to the North Carolina Senate's passage today of
legislation instigated by 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
as they can in most other states. The North Carolina House of
Representatives passed the legislation yesterday; it will become law unless
vetoed by Governor Easley.
Jim Wells, SunTrust Vice Chairman, said, "This short-sighted
legislation will have serious unintended consequences for North Carolina.
It sends a clear message to investors to avoid North Carolina because
shareholder rights can be taken away without warning for political reasons,
which can only be expected to reduce the value of public companies
incorporated in North Carolina.
"First Union's instigation of this unconscionable legislation, and
Wachovia's active support of it, sends a clear message to Wachovia
shareholders -- you are on your own, your Board is not working for you, and
the only way to preserve your economic interests is to vote on August 3 to
reject the First Union takeover of Wachovia."
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 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, 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.