Pursuant to Rule 425 under the Securities
Act of 1933
Subject Company: Wachovia Corporation
Commission File No. 333-59616
Date: August 13, 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 the merger between
First Union Corporation and Wachovia Corporation, including future financial and
operating results, cost savings, enhanced revenues, and accretion to reported
earnings that may be realized from the merger; (ii) statements with respect to
First Union's and Wachovia'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 First Union's
and Wachovia'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 risk that the businesses of First Union and
Wachovia will 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 following the merger, including, without limitation,
difficulties in maintaining relationships with employees, may be greater than
expected; (5) the ability to obtain governmental approvals of the merger on the
proposed terms and schedule; (6) competitive pressures among depository and
other financial institutions may increase significantly and have an effect on
pricing, spending, third-party relationships and revenues; (7) 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; (8) changes in the U.S. and foreign legal and regulatory framework; and
(9) 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 First Union's and
Wachovia's results to differ materially from those described in the
forward-looking statements can be found in First Union's and Wachovia'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 First Union or Wachovia or any person acting on
their behalf are expressly qualified in their entirety by the cautionary
statements above. First Union and Wachovia do 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.
Stockholders are urged to read the definitive joint proxy
statement/prospectus regarding the proposed transaction 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. You
will be able to obtain a free copy of the joint proxy statement/prospectus, as
well as other filings containing information about First Union and Wachovia, at
the SEC's Internet site (http://www.sec.gov). Copies of the joint proxy
statement/prospectus and the SEC filings that have been or will be incorporated
by reference in the joint proxy statement/prospectus can also be obtained,
without charge, by directing a request to First Union, Investor Relations, One
First Union Center, Charlotte, North Carolina 28288-0206 (704-374-6782), or to
Wachovia, Investor Relations, 100 North Main Street, Winston-Salem, North
Carolina 27150 (888-492-6397).
The following is a news release issued by First Union Corporation and
Wachovia Corporation relating to Federal Reserve Board approval:
Monday,
August 13, 2001
Media Contact:
First Union: Betsy Weinberger 704-715-4539
Wachovia: Ed Hutchins 336-732-4200
Jay Reed 336-732-5855
Investor Contact:
First Union: Alice Lehman 704-374-4139
Wachovia: Robert S. McCoy Jr. 336-732-5926
Marsha L. Smunt 336-732-5788
FIRST UNION AND WACHOVIA RECEIVE
--------------------------------
FEDERAL RESERVE APPROVAL ON MERGER
----------------------------------
Final Major Hurdle in Merger Process Cleared Following Shareholder Approvals
CHARLOTTE, N.C. and WINSTON, SALEM, N.C. - First Union Corporation (NYSE:FTU)
and Wachovia Corporation (NYSE:WB) announced today that the Federal Reserve
Board has approved the application for the First Union-Wachovia merger of
equals.
"We are extremely pleased to have received this approval from the Federal
Reserve, which represents the final major hurdle in the merger process," said
L.M. Baker Jr., Wachovia chairman and chief executive officer, and chairman of
the new Wachovia. "We look forward to closing the merger and building a premier
financial services organization. The new Wachovia will be the nation's fourth
largest bank holding company with a strong presence in 11 states and Washington,
D.C., a nationwide brokerage operation, great opportunities in growth businesses
such as wealth management and capital markets, and best-in-class products and
services for all customers."
"We are confident that our integration efforts, which will be disciplined and
unhurried, will bring together our two strong companies with superior customer
service as the bedrock," said G. Kennedy Thompson, First Union chairman and
chief executive officer, and chief executive of the new Wachovia. "We look
forward to the creation of the new Wachovia."
The companies anticipate closing the transaction in early September, after final
certification of the Wachovia shareholder vote and a mandatory 15-day waiting
period following the Federal Reserve approval.
First Union and Wachovia announced their intention to merge in April. First
Union shareholders overwhelmingly supported the merger in their vote July 31.
Preliminary results of the Aug. 3 Wachovia shareholder vote indicate that
shareholders voted in favor of the merger by a significant margin. A final
certification of the vote is expected in the near future.
First Union (NYSE:FTU), with $246 billion in assets and stockholders' equity of
$16 billion at June 30, 2001, is a leading provider of financial services to 15
million retail and corporate customers throughout the East Coast and the nation.
The company operates full-service banking offices in 11 East Coast states and
Washington, D.C., and full-service brokerage offices in 47 states. Online
banking and brokerage products and services can be accessed through
www.firstunion.com.
------------------
Wachovia (NYSE:WB) is a major interstate financial holding company offering
banking and financial services to individuals primarily in Florida, Georgia,
North Carolina, South Carolina and Virginia and to corporations and institutions
throughout the United States and globally. Wachovia Corporation is headquartered
in Atlanta and Winston-Salem, N.C., and had assets of $74.8 billion at June 30,
2001. Wachovia's Web site is located at www.wachovia.com.
----------------
This news release may contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, including, without
limitation, (i) statements about the benefits of the merger between First Union
Corporation and Wachovia Corporation, including future financial and operating
results, cost savings, enhanced revenues, and accretion to reported earnings
that may be realized from the merger; (ii) statements with respect to First
Union's and Wachovia'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 First Union's and Wachovia'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 risk that the businesses of First Union and
Wachovia will 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 following the merger, including, without limitation,
difficulties in maintaining relationships with employees, may be greater than
expected; (5) the ability to obtain governmental approvals of the merger on the
proposed terms and schedule; (6) competitive pressures among depository and
other financial institutions may increase significantly and have an effect on
pricing, spending, third-party relationships and revenues; (7) 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; (8) changes in the U.S.
and foreign legal and regulatory framework; and (9) 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 First Union's and Wachovia's results to differ
materially from those described in the forward-looking statements can be found
in First Union's and Wachovia'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 First Union
or Wachovia or any person acting on their behalf are expressly qualified in
their entirety by the cautionary statements above. First Union and Wachovia do
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 news release issued by First Union Corporation and Wachovia
Corporation relating to regulatory divestitures:
[LOGO OF FIRST UNION] [LOGO OF WACHOVIA]
Media Contacts:
August 13, 2001 First Union: Laurie Hedrick 704-374-3465
Wachovia: Ed Hutchins 336-732-4200
National Commerce: Eileen Sarro 919-683-7642
First Bancorp: James H. Garner 910-576-6171
Investor Contacts:
First Union: Alice Lehman 704-374-4139
Wachovia: Robert S. McCoy Jr. 336-732-5926
National Commerce: Sheldon Fox 901-523-3656
FIRST UNION AND WACHOVIA ANNOUNCE BUYERS OF ALL REQUIRED DIVESTITURES FOR
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REGULATORY APPROVAL OF MERGER
-----------------------------
National Commerce Financial Corporation and First Bancorp to
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Acquire a Total of 38 First Union and Wachovia Branches
-------------------------------------------------------
CHARLOTTE, N.C. and WINSTON-SALEM, N.C. - First Union Corporation (NYSE:FTU) and
Wachovia Corporation (NYSE:WB) announced today that they have signed a
definitive agreement with National Commerce Financial Corporation (NYSE:NCF) for
the sale of 37 First Union and Wachovia branches in North Carolina, South
Carolina, Georgia and Virginia. First Union also announced that it has entered
into an agreement with First Bancorp (Nasdaq:FBNC) for the sale of one First
Union branch in Salisbury, N.C.
The sale of the branches is part of the merger approval process to meet the
Federal Reserve Board's and the U.S. Department of Justice's antitrust
guidelines for the pending merger of equals between First Union and Wachovia.
First Union shareholders approved the merger July 31. Based on preliminary
voting results, Wachovia shareholders approved the merger Aug. 3, and the
companies are awaiting certification of the Wachovia shareholder vote. The
companies announced earlier today that the Federal Reserve Board has approved
their merger application.
Branches acquired by National Commerce Financial in North Carolina and South
Carolina will operate under the name Central Carolina Bank, and locations in
Virginia and Georgia will take on the National Bank of Commerce name. Both banks
are subsidiaries of National Commerce Financial Corporation.
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National Commerce and First Bancorp to Acquire 38 First Union and Wachovia
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Branches - page 2
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The 38 First Union and Wachovia branches represent approximately $1.5 billion in
deposits. The sales include deposits, loans and related premises and equipment
and are contingent upon completion of the merger between First Union and
Wachovia. National Commerce Financial and First Bancorp will offer employment to
branch personnel.
"We were committed to finding buyers that best suited the needs of our
customers, employees and communities," said Ben Jenkins, First Union vice
chairman and head of General Banking for the new Wachovia. "National Commerce
and First Bancorp have strong reputations that met our criteria, and I feel
confident that customers will experience little or no disruption as a result of
this transition."
Customers of these branches will begin to receive information shortly about the
transition process and do not need to do anything at this time.
National Commerce Financial is acquiring the following branches:
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Market Current Company Branch Name Address
--------------------------------------------------------------------------------------------------
Savannah, Ga. First Union Wilmington Island 319 Johnny Mercer
Drive
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First Union Johnson Square 2 E. Bryan Street
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First Union Victory Drive 2225 East Victory
Drive
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Arden, N.C. First Union Arden 2397 Hendersonville
Road
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Asheville, N.C. First Union Smoky Park Highway 159 Smoky Park
Highway
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First Union West Asheville 700 Haywood Road
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First Union East Asheville 771 Tunnel Road
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First Union Biltmore One Angle Street
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First Union North Asheville 711 Merrimon Ave.
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Bedford, Va. Wachovia Bedford 115 W. Main Street
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Black Mountain, N.C. First Union Black Mountain Main 200 Highway 9
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Canton, N.C. First Union Canton 101 Main Street
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Chilhowie, Va. Wachovia Chilhowie 119 Lee Highway
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Elizabeth City, N.C. First Union West Ehringhaus 1404 W. Ehringhaus
Street
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--MORE--
National Commerce and First Bancorp to Acquire 38 First Union and Wachovia
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Branches - page 3
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Market Current Branch Name Address
Company
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Hardy, Va. Wachovia Smith Mountain Lake 13264 Booker T.
Washington
Highway
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Hendersonville, N.C. First Union Eastgate 1452 7th Avenue
East
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First Union Hendersonville Main 222 S. Main Street
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First Union North Hills 1321 Asheville
Highway
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Morganton, N.C. First Union Morganton Main 300 North Green
Street
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First Union South Sterling 612 S. Sterling Street
--------------------------------------------------------------------------------------------------
North Wilkesboro, N.C. First Union North Wilkesboro Main 924 B. Main Street
--------------------------------------------------------------------------------------------------
Roanoke, Va. Wachovia Towers Mall 670 Brandon Ave
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Wachovia Franklin Plaza 111 Franklin Road
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Wachovia Crossroads Mall 1315 Hershberger
Road North
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Wachovia Cave Springs 4110 Brambleton
Ave SW
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Wachovia 460 East 3565 Orange Ave
NE
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Salem, Va. Wachovia West Salem 1395 W. Main Street
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Sylva, N.C. First Union Sylva Main 624 W. Main Street
--------------------------------------------------------------------------------------------------
Walkertown, N.C. First Union Walkertown Main 2780 Old Hollow
Road
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Walnut Cove, N.C. First Union Walnut Cove Main 234 S. Main St.
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Waynesville, N.C. Wachovia Waynesville Main 135 N. Main Street
--------------------------------------------------------------------------------------------------
Weaverville, N.C. First Union Weaverville 160 Weaver Blvd.
--------------------------------------------------------------------------------------------------
Winston-Salem, N.C. First Union First Stratford 101 S. Stratford Road
--------------------------------------------------------------------------------------------------
First Union Ogburn Station 4306 N. Liberty Street
--------------------------------------------------------------------------------------------------
First Union Silas Creek Crossing 3288 Silas Creek
Parkway
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First Union Reynolda Manor 2801 Reynolda Road
--------------------------------------------------------------------------------------------------
York, S.C. First Union York Main 12 N. Congress Street
--------------------------------------------------------------------------------------------------
First Bancorp is acquiring the First Union West Innes office, located at 215
West Innes Street in Salisbury. It will operate under the First Bank name.
--MORE--
National Commerce and First Bancorp to Acquire 38 First Union and Wachovia
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Branches - page 4
-----------------
First Union (NYSE:FTU), with $246 billion in assets and stockholders' equity of
$16 billion at June 30, 2001, is a leading provider of financial services to 15
million retail and corporate customers throughout the East Coast and the nation.
The company operates full-service banking offices in 11 East Coast states and
Washington, D.C., and full-service brokerage offices in 47 states. Online
banking products and services can be accessed through.
Wachovia (NYSE:WB) is a major interstate financial holding company offering
banking and financial services to individuals primarily in Florida, Georgia,
North Carolina, South Carolina and Virginia and to corporations and institutions
throughout the United States and globally. Wachovia Corporation is headquartered
in Atlanta and Winston-Salem, N.C., and had assets of $74.8 billion at June 30,
2001. Wachovia's Web site is located at www.wachovia.com.
----------------
National Commerce Financial (NYSE:NCF) has $18 billion in assets and nearly 400
locations in nine southeastern states. Memphis, Tenn.-based NCF has its
operations headquarters in Durham, N.C., and is a sales and marketing
organization that delivers select financial and consulting services through a
national network of banking affiliates and non-banking affiliates.
First Bancorp (Nasdaq:FBNC) is a bank holding company with $1.1 billion in
assets based in Troy, N.C. Its principal activity is the ownership and operation
of First Bank, a state-chartered bank that operates 43 branch offices in a
fifteen county market area centered in the central piedmont region of North
Carolina.
This news release may contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, including, without
limitation, (i) statements about the benefits of the merger between First Union
Corporation and Wachovia Corporation, including future financial and operating
results, cost savings, enhanced revenues, and accretion to reported earnings
that may be realized from the merger; (ii) statements with respect to First
Union's and Wachovia'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 First
Union's and Wachovia'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 risk that the
businesses of First Union and Wachovia will 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
--MORE--
National Commerce and First Bancorp to Acquire 38 First Union and Wachovia
--------------------------------------------------------------------------
Branches - page 5
-----------------
disruption following the merger, including, without limitation, difficulties in
maintaining relationships with employees, may be greater than expected; (5) the
ability to obtain governmental approvals of the merger on the proposed terms and
schedule; (6) competitive pressures among depository and other financial
institutions may increase significantly and have an effect on pricing, spending,
third-party relationships and revenues; (7) 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; (8) changes in the U.S. and foreign legal and
regulatory framework; and (9) 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
First Union's and Wachovia's results to differ materially from those described
in the forward-looking statements can be found in First Union's and Wachovia'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 First Union or Wachovia or any person acting on
their behalf are expressly qualified in their entirety by the cautionary
statements above. First Union and Wachovia do 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.
Additional Information
Stockholders are urged to read the definitive joint proxy statement/prospectus
regarding the proposed transaction between First Union and Wachovia 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. You will be able to obtain a free copy of the joint proxy
statement/prospectus, as well as other filings containing information about
First Union and Wachovia, at the SEC's Internet site (http://www.sec.gov).
Copies of the joint proxy statement/prospectus and the SEC filings that have
been or will be incorporated by reference in the joint proxy
statement/prospectus can also be obtained, without charge, by directing a
request to First Union, Investor Relations, One First Union Center, Charlotte,
North Carolina 28288-0206 (704-374-6782), or to Wachovia, Investor Relations,
100 North Main Street, Winston-Salem, North Carolina 27150 (888-492-6397).
--END--