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 Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] 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:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
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):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
________________________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
________________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
3) Filing Party:
________________________________________________________________________________
4) Date Filed:
________________________________________________________________________________
THE FOLLOWING LETTER WILL BE SENT TO WACHOVIA SHAREHOLDERS.
[SUNTRUST LOGO]
July 5, 2001
Dear Wachovia Shareholder:
The preservation and potential growth of your cash dividend undoubtedly
will be a key factor in deciding how to vote on the First Union merger proposal
-- and we believe First Union's dividend proposal is a compelling reason to
vote "AGAINST" the First Union merger.
If you have held your Wachovia shares for the past five years, you have
seen your annual dividend increase each year, growing steadily from $1.52 per
share in 1996 to $2.40 per share in 2001 (on an annualized basis). BUT IF THE
FIRST UNION MERGER IS APPROVED AND COMPLETED, YOU WILL BE FORCED TO SURRENDER
YOUR WACHOVIA SHARES IN EXCHANGE FOR FIRST UNION SHARES. So it is important to
look closely at First Union's recent dividend history, and to consider what
First Union is proposing about future dividend payments. It also is important
to decide whether you are comfortable with the future of your dividend payments
if you end up holding First Union stock. You may conclude that the last thing
you want to do is rely on First Union for the dividend payments you've come to
expect.
THE POTENTIAL COST TO YOU OF FIRST UNION'S DIVIDEND PROPOSAL AS COMPARED TO
SUNTRUST'S IS SHOWN ON THE INSERT WHICH ACCOMPANIES THIS LETTER. ONE SIDE OF THE
INSERT COMPARES THE PROPOSALS, ASSUMING 6% ANNUAL GROWTH IN DIVIDENDS. OF
COURSE, THE GREATER THE ASSUMED ANNUAL DIVIDEND GROWTH RATE, THE GREATER THE
POTENTIAL COST TO YOU -- AND SUNTRUST'S COMPOUNDED ANNUAL DIVIDEND GROWTH RATE
DURING THE LAST FIVE YEARS HAS BEEN 14%. THE OTHER SIDE OF THE INSERT
DEMONSTRATES THE DOLLAR COST TO WACHOVIA SHAREHOLDERS AT VARIOUS SHARE OWNERSHIP
LEVELS, USING THE SAME ASSUMPTIONS, OVER THE NEXT 5 YEARS.
FIRST UNION'S DIVIDEND:
LOWER TODAY THAN FIVE YEARS AGO
While the dividend on your Wachovia shares increased by 58% during the
past five years, shareholders of First Union have not fared nearly as well with
their dividends. In fact, over the same five-year period, First Union's
dividend fell from $1.10 per share in 1996 to only $0.96 per share today -- a
drop of 13%. THIS DECLINE IS A DIRECT RESULT OF FIRST UNION CUTTING ITS
DIVIDEND IN HALF DURING THE FIRST QUARTER OF THIS YEAR. The slashing of First
Union's dividend followed its poorly executed acquisitions in recent years of
CoreStates Financial Corp. and The Money Store. The CoreStates acquisition
resulted in major integration problems, and last year First Union shut down The
Money Store, contributing to an astounding $4.9 billion charge to earnings --
one of the largest charges against earnings in the history of corporate
America!
SUNTRUST'S DIVIDEND: SIXTEEN YEARS OF STEADY GROWTH
There is, of course, an alternative to the First Union merger proposal. We
believe that if Wachovia shareholders reject the First Union merger by voting
"AGAINST" Proposal No. 1 on the enclosed BLUE proxy card, that rejection could
very well lead to a merger between Wachovia and SunTrust.
In considering your choices, you should also look closely at SunTrust's
dividend record. Much like Wachovia's recent dividend history -- and in stark
contrast to First Union's -- SunTrust's dividend has increased during the past
five years from $0.83 per share in 1996 to $1.60 per share today (on an
annualized basis). This is an increase during the five-year period of 93%.
SUNTRUST HAS NEVER CUT ITS PER SHARE DIVIDEND RATE, AND HAS INCREASED ITS
DIVIDEND EVERY YEAR SINCE ITS FORMATION IN 1985. And SunTrust shareholders have
never been blindsided with a massive dividend cut like First Union's staggering
50% cut earlier this year -- a cut which cost unsuspecting First Union
shareholders an aggregate of almost $500,000,000 in dividend payments in the
first half of this year alone.
WHICH DIVIDEND APPROACH SUITS YOU BEST--
SUNTRUST'S SIMPLICITY OR FIRST UNION'S COMPLEXITY?
The payment of dividends under SunTrust's merger proposal is simple and
straightforward. Our proposal provides for an increase in SunTrust's per share
dividend rate, so that Wachovia shareholders would receive on a pro forma basis
a dividend equal to the $2.40 per share dividend they currently receive.
The First Union dividend proposal, on the other hand, is unusual and
highly complex. FIRST UNION WOULD PROVIDE YOU WITH AN ANNUAL COMMON STOCK
DIVIDEND RATE OF ONLY $1.92 PER SHARE ON A PRO FORMA BASIS -- $0.48 PER YEAR
LESS THAN YOU CURRENTLY RECEIVE FROM WACHOVIA. Because of this, First Union is
offering you a choice of either a one-time cash payment of $0.48 per share upon
completion of the merger, or so-called "dividend equalization preferred shares"
(which First Union calls "DEPs") that are designed to pay a dividend which,
when added to the dividend you would receive on the First Union common stock,
would equal on a pro forma basis a $2.40 annual dividend per share of Wachovia
common stock.
If the First Union merger is approved and you choose the one-time payment
option, you would not be entitled to any further payment to make up for any
dividend shortfalls (as compared to your current Wachovia dividend rate of
$2.40 per share) after the first year following a First Union merger. And First
Union would have to increase its current dividend by 25% one year after the
merger just to get you back to the same per share dividend rate that you
currently enjoy. DO YOU REALLY BELIEVE THAT FIRST UNION, WHICH ONLY MONTHS AGO
SLASHED ITS DIVIDEND BY 50%, WILL INCREASE ITS DIVIDEND BY 25% IN A SINGLE
YEAR?
If instead you choose to receive the First Union DEPs, your dividend will
be tied to two separate securities: First Union common stock and the new and
unusual DEPs. FIRST UNION ITSELF HAS ADMITTED THAT THE DEPS MAY NOT QUALIFY FOR
LISTING, TRADING OR QUOTATION ON ANY EXCHANGE OR DEALER QUOTATION SYSTEM. THIS
MEANS THAT YOU MAY FIND IT VERY DIFFICULT TO SELL YOUR DEPS, IF YOU ARE ABLE TO
SELL THEM AT ALL.
In addition, there is nothing "preferred" about the dividend on the DEPs,
which First Union has said rank equally as to dividends with the First Union
common stock. According to First Union, DEP dividends will be paid "when
declared" by the First Union Board. Moreover, while First Union has
characterized dividends on the DEPs as "cumulative," you should know that if
First Union does not pay you a dividend on the DEPs for any quarter, it has no
obligation to pay you that missed dividend in the future (except, possibly, in
the event First Union liquidates).
FUTURE DIVIDEND GROWTH: FIRST UNION STARTS $0.48 BEHIND
First Union attempts to portray the DEPs as a device which would restore
your dividend on a pro forma basis to the current $2.40 per share dividend you
currently receive from Wachovia. Unfortunately, this is far from the full
story.
No corporation, of course, can offer assurances about future dividend
rates, but some facts are obvious. If First Union's annual dividend increases,
the first $0.48 of that increase will serve only to reduce the dividend on the
DEPs, with no net increase in total dividends to the holder of DEPs. THE FIRST
UNION ANNUAL COMMON STOCK DIVIDEND WOULD HAVE TO INCREASE BY MORE THAN $0.48
PER SHARE BEFORE A DEP HOLDER SAW THE FIRST PENNY OF AN ACTUAL DIVIDEND
INCREASE.
With SunTrust stock, however, the result is quite different. The full
amount of any increase in SunTrust's annual common stock dividend rate would be
received by you as a holder of SunTrust stock in the event of a
Wachovia-SunTrust merger.
SUNTRUST: THE DIVIDEND THAT MAKES SENSE
It is clear to us that SunTrust's dividend history and dividend proposal
are far superior to First Union's.
o SUNTRUST HAS THE DIVIDEND WITH A SOLID GROWTH RATE. First Union's
dividend rate is lower today than it was five years ago.
o SUNTRUST HAS THE DIVIDEND THAT HAS EXPERIENCED 16 CONSECUTIVE YEARS OF
INCREASES.
First Union has the dividend that was cut in half a few months ago.
o SUNTRUST PROPOSES TO MAINTAIN YOUR CURRENT CASH DIVIDEND RATE if it
merges with Wachovia, and the full amount of your dividend would be paid
on your shares of common stock -- just as it is today. First Union's
dividend proposal is described above and, frankly, is too complicated to
describe again.
IN YOUR OWN BEST INTERESTS, WE URGE YOU TO VOTE "AGAINST" THE FIRST UNION
MERGER PROPOSAL ON THE ENCLOSED BLUE PROXY CARD. DEFEATING THE FIRST UNION
MERGER PROPOSAL IS THE CRUCIAL FIRST STEP IN SECURING THE BENEFITS OF A
PROPOSED MERGER WITH SUNTRUST. PLEASE SIGN, DATE AND RETURN THE ENCLOSED BLUE
PROXY CARD TODAY.
Thank you for your support.
Sincerely,
/s/ L. Phillip Humann
L. Phillip Humann
Chairman, President and
Chief Executive Officer
-------------------------------- IMPORTANT --------------------------------
If you have questions in voting your shares, please contact the firm
assisting us in the solicitation of proxies:
INNISFREE M&A INCORPORATED
TOLL-FREE SHAREHOLDER INFORMATION LINE: 1-877-750-9501
-------------------------------------------------------------------------------
Note: Dividends are payable on SunTrust common stock when, as and if declared
by the Board of Directors of SunTrust out of funds legally available therefor.
Accordingly, any declaration of dividends on SunTrust common stock in the
future will be at the discretion of the SunTrust Board of Directors and will
depend upon SunTrust's future earnings and financial condition and other
factors. While SunTrust has not reduced the dividend on its common stock at any
time in the past, there can be no assurance that SunTrust will continue to pay
dividends on SunTrust common stock in the amounts set forth in this letter or
otherwise. These same factors should be viewed as being generally applicable to
the payment of dividends by First Union and Wachovia.
--------------------
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
(404-658-4753).
This letter contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Factors that could cause
actual results to differ materially from the anticipated results or other
expectations expressed in the forward-looking statements can be found in
SunTrust's Proxy Statement filed with the SEC on June 25, 2001 and 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 SEC and available at
the SEC's Internet site (http://www.sec.gov).
ILLUSTRATIVE DIVIDEND COMPARISON: SUNTRUST VS. FIRST UNION
Assuming 6% Annual Growth Rate in Common Dividend (1)
[Bar Charts]
SUNTRUST PROPOSAL ($)
2002 2003 2004 2005 2006
2.40 2.54 2.70 2.86 3.03
FIRST UNION PROPOSAL OPTION 1 (W/ $0.48 ONE-TIME PAYMENT) ($)
2002 2003 2004 2005 2006
2.40(2) 2.04 2.16 2.29 2.42
FIRST UNION PROPOSAL OPTION 2 (W/DEP SECURITY) ($)
2002 2003 2004 2005 2006
2.40 2.40 2.40 2.40 2.42
Notes: (1) Dividends are payable on SunTrust common stock when, as and if
declared by the Board of Directors of SunTrust out of funds
legally available therefore. Accordingly, any declaration of
dividends on SunTrust common stock in the future will be at the
discretion of the SunTrust Board of Directors and will depend
upon SunTrust's future earnings and financial condition and other
factors. While SunTrust has not reduced the dividend on its
common stock at any time in the past, there can be no assurance
that SunTrust will continue to pay dividends on SunTrust common
stock in the amounts set forth in this document or otherwise.
These same factors should be viewed as being generally applicable
to the payment of dividends by First Union.
(2) $1.92 annual common stock dividend plus a one time payment of
$0.48.
COST TO WACHOVIA SHAREHOLDERS OF FIRST UNION DIVIDEND PROPOSAL AS COMPARED TO
SUNTRUST DIVIDEND PROPOSAL OVER FIVE-YEAR PERIOD (2002 -- 2006)(1)
Assuming 6% Annual Dividend Growth Rate for Both First Union and SunTrust
TOTAL DIVIDENDS 2002-2006
------------------------------------------------ COST TO WACHOVIA SHAREHOLDERS
FIRST UNION PROPOSAL UNDER FIRST UNION PROPOSAL
--------------------------------- ----------------------------------
NUMBER OF OPTION 1 OPTION 2 OPTION 1 OPTION 2
WACHOVIA SHARES SUNTRUST ONE-TIME PAYMENT ISSUANCE ONE-TIME PAYMENT ISSUANCE
YOU OWN PROPOSAL $0.48 PER SHARE OF DEPs $0.48 PER SHARE OF DEPs
----------------- ------------ ------------------ ------------ ------------------ ----------
100 $ 1,353 $ 1,130 $ 1,202 $ 223 $ 151
200 2,706 2,261 2,405 445 301
300 4,059 3,391 3,607 668 452
400 5,412 4,521 4,810 891 602
500 6,765 5,652 6,012 1,113 753
1,000 13,529 11,303 12,024 2,226 1,505
2,000 27,058 22,606 24,048 4,452 3,010
3,000 40,587 33,910 36,072 6,677 4,515
4,000 54,116 45,213 48,096 8,903 6,020
5,000 67,645 56,516 60,120 11,129 7,525
10,000 135,290 113,032 120,240 22,258 15,050
20,000 270,580 226,064 240,479 44,516 30,101
30,000 405,871 339,097 360,719 66,774 45,152
40,000 541,161 452,129 480,958 89,032 60,203
50,000 676,451 565,161 601,198 111,290 75,253
100,000 1,352,902 1,130,322 1,202,396 222,580 150,506
-------
(1) Based on SunTrust dividend proposal of $2.40 pro forma common dividend per
Wachovia share in 2002 and First Union dividend proposal of $1.92 pro forma
common dividend per Wachovia share in 2002 together with either Option 1 or
Option 2 above.
THE FOLLOWING LETTER WILL BE SENT TO WACHOVIA BENEFIT PLAN
PARTICIPANTS/BENEFICIARIES.
[SUNTRUST LOGO]
July 5, 2001
Dear Wachovia Benefit Plan Participants/Beneficiaries:
SunTrust has proposed a business combination with Wachovia that we believe
is superior to Wachovia's proposed merger with First Union. WE BELIEVE THAT THE
SUNTRUST PROPOSAL IS A BETTER DEAL FOR ALL OF WACHOVIA'S CONSTITUENCIES:
EMPLOYEES, CUSTOMERS, SHAREHOLDERS AND THE COMMUNITIES WACHOVIA SERVES.
You hold an interest in Wachovia shares as a participant in, or
beneficiary of, one or more benefit plans of Wachovia and its subsidiaries.
Under the provisions of the Plans, IF YOU DO NOT DIRECT THE TRUSTEE AS TO HOW
TO VOTE YOUR PLAN SHARES, SOMEONE ELSE WILL MAKE THAT DECISION FOR YOU.
Wachovia has designated U.S. Trust Company, N.A. to vote your Plan shares if
you don't.
The outcome of the vote by Wachovia's shareholders on the First Union
merger proposal could be extremely important to you. THEREFORE, IT IS ESSENTIAL
THAT YOU MAKE YOUR OWN VOTING DECISION. For example, according to First Union
and Wachovia, approval of First Union's merger proposal will likely result in:
o 7,000 JOB CUTS,
o 325 BRANCH CLOSINGS (which is already higher than the 250 to 300 branch
closings that First Union originally estimated and which would represent
approximately 45% of Wachovia's branches), and
o $890 MILLION IN COST SAVINGS, including $490 million in the first year
alone.
On the other hand, a combined SunTrust/Wachovia can be expected to
eliminate 3,000 fewer jobs than First Union anticipates eliminating and close
150 to 175 fewer branches than First Union expects to close -- including NO
MERGER-RELATED BRANCH CLOSINGS IN NORTH CAROLINA AND SOUTH CAROLINA.
SUNTRUST'S VISION: A SUPERIOR BANK
When we envision the combination of SunTrust and Wachovia, we see the
premier financial services franchise in the Southeast, with a strong, vibrant
presence in seven contiguous, high-growth states, including #1 MARKET POSITIONS
IN GEORGIA, SOUTH CAROLINA AND VIRGINIA based on customer deposits.
Combining SunTrust and Wachovia would bring together two compatible and
complementary Southeastern banking institutions. We have similar management
philosophies and corporate cultures -- and share a strong commitment to locally
focused relationship-based banking and active community involvement.
Don't just take our word for it. See what others have to say about a
SunTrust/Wachovia combination:(1)
"The rank and file employee at Wachovia would much rather work for SunTrust
than First Union . . . [SunTrust and Wachovia] actually do fit together
very well."
- Thomas Finucane, John Hancock Regional Bank Fund, TheStreet.com
5/24/01
"I believe [SunTrust and Wachovia] are tremendously similar. Employees at
the middle levels of Wachovia will have a much less difficult time
assimilating to this change."
- Nancy Bush, Ryan, Beck & Co., AmericanBanker.com 5/16/01
YOUR VOTE WILL BE CONFIDENTIAL
You should note that Wachovia has hired an independent third party to
tabulate the votes of shares held by participants in the Plans. Neither
Wachovia nor U.S. Trust will be given any information as to how individual
participants vote. ACCORDINGLY, AS REQUIRED BY FEDERAL LAW, YOUR VOTE WILL BE
COMPLETELY CONFIDENTIAL.
Please take the time to read the proxy statement that we recently sent to
you. Our proxy statement describes in more detail why we believe that
SunTrust's merger proposal is superior to the First Union proposal.
You can vote your Plan shares AGAINST the First Union/Wachovia merger by
signing and dating the enclosed BLUE instruction card today and returning it in
the enclosed postage-prepaid envelope. IN YOUR OWN BEST INTERESTS, WE URGE YOU
TO VOTE AGAINST THE FIRST UNION/WACHOVIA MERGER PROPOSAL. DEFEATING THE FIRST
UNION MERGER IS THE CRUCIAL FIRST STEP IN SECURING THE BENEFITS OF THE SUNTRUST
MERGER PROPOSAL.
Thank you for your support.
Sincerely,
/s/ L. Phillip Humann
L. Phillip Humann
Chairman, President and
Chief Executive Officer
-------------------------------- IMPORTANT --------------------------------
If you have any questions, please contact the firm assisting us in this
effort:
INNISFREE M&A INCORPORATED
TOLL-FREE SHAREHOLDER INFORMATION LINE: 1-877-750-9501
-------------------------------------------------------------------------------
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
(404-658-4753).
----------
(1) Permission for use of analysts' quotes was neither granted nor sought.
THE FOLLOWING SLIDES MAY BE USED FROM TIME TO TIME TO SOLICIT
WACHOVIA SHAREHOLDERS.
ILLUSTRATIVE DIVIDEND COMPARISON: SUNTRUST VS. FIRST UNION
Assuming 6% Annual Growth Rate in Common Dividend (1)
[Bar Charts]
SUNTRUST PROPOSAL
2002 2003 2004 2005 2006
2.40 2.54 2.70 2.86 3.03
FIRST UNION PROPOSAL OPTION 1 (W/ $0.48 ONE-TIME PAYMENT)
2002 2003 2004 2005 2006
2.40(2) 2.04 2.16 2.29 2.42
FIRST UNION PROPOSAL OPTION 2 (W/DEP SECURITY)
2002 2003 2004 2005 2006
2.40 2.40 2.40 2.40 2.42
Notes: (1) Dividends are payable on SunTrust common stock when, as and if
declared by the Board of Directors of Suntrust out of funds
legally available therefore. Accordingly, any declaration of
dividends on SunTrust common stock in the future will be at the
discretion of the SunTrust Board of Directors and will depend
upon SunTrust's future earnings and financial condition and other
factors. While SunTrust has not reduced the dividend on its
common stock at any time in the past, there can be no assurance
that SunTrust will continue to pay dividends on SunTrust common
stock in the amounts set forth in this document or otherwise.
These same factors should be viewed as being generally applicable
to the payment of dividends by First Union.
(2) $1.92 annual common stock dividend plus a one time payment of
$0.48.
COST TO WACHOVIA SHAREHOLDERS OF FIRST UNION DIVIDEND PROPOSAL AS COMPARED TO
SUNTRUST DIVIDEND PROPOSAL OVER FIVE-YEAR PERIOD (2002 -- 2006)(1)
Assuming 6% Annual Dividend Growth Rate for Both First Union and SunTrust
TOTAL DIVIDENDS 2002-2006
------------------------------------------------ COST TO WACHOVIA SHAREHOLDERS
FIRST UNION PROPOSAL UNDER FIRST UNION PROPOSAL
--------------------------------- ----------------------------------
NUMBER OF OPTION 1 OPTION 2 OPTION 1 OPTION 2
WACHOVIA SHARES SUNTRUST ONE-TIME PAYMENT ISSUANCE ONE-TIME PAYMENT ISSUANCE
YOU OWN PROPOSAL $0.48 PER SHARE OF DEPs $0.48 PER SHARE OF DEPs
----------------- ------------ ------------------ ------------ ------------------ ----------
100 $ 1,353 $ 1,130 $ 1,202 $ 223 $ 151
200 2,706 2,261 2,405 445 301
300 4,059 3,391 3,607 668 452
400 5,412 4,521 4,810 891 602
500 6,765 5,652 6,012 1,113 753
1,000 13,529 11,303 12,024 2,226 1,505
2,000 27,058 22,606 24,048 4,452 3,010
3,000 40,587 33,910 36,072 6,677 4,515
4,000 54,116 45,213 48,096 8,903 6,020
5,000 67,645 56,516 60,120 11,129 7,525
10,000 135,290 113,032 120,240 22,258 15,050
20,000 270,580 226,064 240,479 44,516 30,101
30,000 405,871 339,097 360,719 66,774 45,152
40,000 541,161 452,129 480,958 89,032 60,203
50,000 676,451 565,161 601,198 111,290 75,253
100,000 1,352,902 1,130,322 1,202,396 222,580 150,506
-------
(1) Based on SunTrust dividend proposal of $2.40 pro forma common dividend per
Wachovia share in 2002 and First Union dividend proposal of $1.92 pro forma
common dividend per Wachovia share in 2002 together with either Option 1 or
Option 2 above.
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
(404-658-4753).