Pursuant to Rule 425 under the Securities
Act of 1933
Subject Company: Wachovia Corporation
Commission File No. 333-59616
Date: August 28, 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 NEWS RELEASE WAS ISSUED BY FIRST UNION AND WACHOVIA
FIRST UNION (R) WACHOVIA
--------
Media Contacts:
August 28, 2001 First Union: Allison Miley 704-383-9763
Mary Eshet 704-383-7777
Wachovia: Ed Hutchins 336-732-4200
FIRST UNION AND WACHOVIA ANNOUNCE NEW LEADERSHIP FOR THE COMBINED COMPANY
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Top Leaders For The New Wachovia Named As Next Step In Merger Integration
CHARLOTTE, N.C. and WINSTON-SALEM, N.C. - First Union (NYSE: FTU) and Wachovia
(NYSE: WB) today announced the next level of leadership for the combined
company, effective after merger consummation. These 105 leaders will report to
the new Wachovia Operating Committee members - the 13 direct reports to Ken
Thompson and L.M. Baker Jr., who, respectively, will be chief executive officer
and chairman of the new Wachovia. This team will help define and create all
aspects of the new company, and will be drivers of future success for the
proposed fourth largest bank holding company in the United States.
"Selecting these leaders is an important step in our merger integration efforts,
and I am excited about the opportunity to begin combining our two teams," said
Baker. "We had a broad range of exceptional talent to choose from, and while the
decisions were difficult, I believe we have selected the best group to move our
new company forward."
Leaders were chosen for their roles through a detailed and thorough selection
process that included open self-nominations, interviews and final approval of
each selection by Thompson and Baker.
"I am confident in the talent of this team and its ability to ensure the new
Wachovia is a fierce competitor in financial services," said Thompson. "This new
leadership reflects the combination of two powerful teams and will make us
stronger than we were before our plans to merge."
The new leadership team is listed in order of reporting relationship to
previously named Operating Committee members for the new Wachovia:
Capital Management Group - Don McMullen
Compliance - Vic Albrecht
Insurance: Annuities, Life (Mass Mkt.), Online - David deGorter
Strategic Relationship Director, Wealth Management - Anne Doss
--MORE--
Page 2 -- First Union and Wachovia Announce New Leadership For The Combined
Company
Asset Management/Mutual Funds/ Business Management - Bill Ennis
Chief Investment Officer - Dennis Ferro
Corporate and Institutional Trust - Darryl Fluhme
Brokerage - Danny Ludeman
Women's Financial Advisory - Debra Nichols
Chief Investment Officer, Wealth Management - Steve Reynolds
Chief Financial Officer - Emile Shahadi
Corporate and Investment Banking - Steve Cummings and Barnes Hauptfuhrer
Treasury Services - Ranjana Clark
Co-Head, Principal Investing - Ted Gardner
International - Michael Heavener
Fixed Income - Steve Kohlhagen
Equity Capital Markets - Mickey Misera
Co-Head, Principal Investing - Scott Perper
Group Operating Officer - Tom Pacer
Finance - Dave Pitelka
Client Development Administration - Amy Pitt
Leveraged Finance - Wayne Robinson
Investment Banking - Kevin Roche
Structured Products - Ben Williams
Global Corporate Banking - Doug Williams
Corporate and Community Affairs - Mac Everett
Public Policy - Greer Cawood
Community Development - Jane Henderson
Corporate Communications - Ginny Mackin
Corporate Contributions and Community Involvement - Shannon McFayden
Finance - Bob Kelly
Corporate Real Estate - Bob Bertges
Financial Regulatory Reporting - David Julian
Investor Relations - Alice Lehman
General Services and Operations - Dale Quigg
Audit - Peter Schild
Corporate Tax - Pat Shevlin
Treasury and Planning - Tom Wurtz
General Bank - Ben Jenkins
Contact Call Center - Steve Boehm
Mid-Atlantic Chief Executive Officer - Jim Cherry
Atlantic Chief Executive Officer - Reggie Davis
Florida Chief Executive Officer - Bob Helms
Community Banking - John (Bill) Holt
Page 3 -- First Union and Wachovia Announce New Leadership For The Combined
Company
Customer Service Excellence - Beth McCague
Wholesale Segment - Walter McDowell
Chief Financial Officer - Bob McGee
Merger Integration - David Pope
Penn/Del Chief Executive Officer - Bob Reid
Real Estate Financial Services - Mike Slocum
Carolinas Chief Executive Officer - Will Spence
Retail Segment - Cece Sutton
Georgia Chief Executive Officer - Gary Thompson
General Bank Products - Beverly Wells
Human Resources - Paul George
Recruiting Solutions - Denny Clark
Capital Markets - Jim Esposito
Compensation and Benefits - Larry Gilmer
Wealth Management - Peggy Joines
Corporate Businesses - Hector McEachern
Information Technology, Operations and e-Commerce - Patti Royal
Capital Management - Doug Steele
Chief Financial Officer - Ben Stewart
Performance and Leadership Consulting - Jeanette Sims
HR Enterprise Services - Sharon Smart
General Bank (State Banking and Retail Financial Services) - Gwynne Whitley
Information Technology, e-Commerce and Operations - Jean Davis
e-Commerce - Lawrence Baxter
Chief Information Officer, Shared Services - Nancy Church
Chief Information Officer, Commercial - Martin Davis
Banking and Enterprise Support Services - Jerry Enos
Chief Information Officer, Capital Markets - Bridget-Anne Hampden
Chief Financial Officer - Ginny Hartsema
e-Ventures - Don MacLeod
e-Risk - Joel McPhee
Chief Information Officer, Wealth Management and Capital Management - Craig
Miller
Chief Information Officer, Retail - Joe Monk
Operating Services - Richard Penland
Technology Services - Frank Robb
Wholesale Operations - Bob Sontag
Chief Information Officer, e-Commerce - Julian Wachs
Legal - Mark Treanor
Capital Management - Hal Clark
Litigation/Interim Risk Management - Douglas Edwards
Wealth Management - Joe Long
Page 4 -- First Union and Wachovia Announce New Leadership For The Combined
Company
General Bank - Mark Metz
Capital Markets - James Powers
Corporate Services - Sterling Spainhour
Corporate and Securities - Michael Watkins
Risk Management - Don Truslow
Chief Risk Officer, Capital Markets - John Bresnan
. Senior Risk Officer, Capital Markets - David Gaines
Risk Support Services - Ray Johnson
Chief Risk Officer, General Bank and Commercial - Spurgeon Mackie
Chief Risk Officer, Commercial Real Estate - Mark Midkiff
Chief Risk Officer, Consumer - David Nole
Market Risk - Fred Pennekamp
Portfolio Management Modeling/Risk Methodology - Russell Playford
Operational Risk - Yousef Valine
Chief Risk Officer, Capital and Wealth Management - TBD
Compliance Officer - TBD
Specialty Finance & Corporate Support Services - David Carroll
Specialty Finance - Bob Burton
Customer Analytics - Bob DeAngelis
Corporate Marketing - Jim Garrity
Data Management - Guenther Hartfeil
Merger Integration Project Office - Sid Tate
Wealth Management - Stan Kelly
Wealth Management Director, Florida - Anne Alexander
Wealth Management Director, Atlantic (NY/NJ/CT) - Linda Bowden
Wealth Management Director, Penn/Del - Curt Farmer
Chief Operating Officer - Bob Kniejski
Chief Financial Officer - Glenn McCoy
Wealth Management Director, Carolinas - Bob Newell
Ultra-High Net Worth - Dan Prickett
Wealth Management Director, Virginia - Michael Roberts
Wealth Management Director, Metro-Washington, D.C. - Deborah Shore
Wealth Management Director, Georgia - Isaiah Tidwell
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.
Page 5 -- First Union and Wachovia Announce New Leadership For The Combined
Company
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.
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--