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
/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:
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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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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
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/ / 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:
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2) Form, Schedule or Registration Statement No.
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3) Filing party:
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4) Date filed:
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The following are two press releases issued by SunTrust Banks, Inc. on
June 25, 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 25, 2001
SUNTRUST MAILS PROXY STATEMENT TO WACHOVIA SHAREHOLDERS TO BEGIN
SOLICITING VOTES AGAINST FIRST UNION TAKEOVER OF WACHOVIA
ATLANTA, GA - SunTrust Banks, Inc. (NYSE: STI) today announced that it
has commenced mailing its definitive proxy statement to Wachovia
Corporation's (NYSE:WB) approximately 120,000 shareholders to solicit votes
at Wachovia's annual meeting of shareholders on August 3, 2001 against the
proposed takeover of Wachovia by First Union Corporation (NYSE:FTU).
SunTrust's definitive proxy statement explains why SunTrust considers its
merger proposal to be superior and why Wachovia shareholders should vote
against the First Union transaction.
L. Phillip Humann, Chairman, President and Chief Executive Officer
of SunTrust, said, "We are pleased that we are now able to make our case
directly to Wachovia shareholders. We believe the SunTrust proposal is simply
better for all Wachovia constituencies - shareholders, customers, employees
and communities. We believe our proposal is superior in many respects,
including a higher current value, a stronger currency, a history of faster
earnings growth, a simpler and better dividend, lower integration risk, a
stronger capital position, and superior credit quality. We urge Wachovia
shareholders to vote against the First Union takeover as the essential first
step to securing the benefits of the SunTrust proposal."
Investors and security holders may obtain a copy of the definitive proxy
statement at the SEC's Internet site at www.sec.gov. The definitive proxy
statement may also be obtained from SunTrust by directing such request to:
SunTrust, 303 Peachtree Street, N.E., Atlanta, GA 30308, Attention: Gary
Peacock (404 658-4753). Additional information on SunTrust's proposal and
help in voting Wachovia shares can be obtained by contacting SunTrust's proxy
solicitor, Innisfree M&A Incorporated, toll free at (877) 750-9501.
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. 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 definitive proxy statement
[Logo of SunTrust Banks, Inc.]
Contacts:
Investors Media
Gary Peacock Barry Koling George Sard/Debbie Miller/Denise DesChenes
SunTrust SunTrust Citigate Sard Verbinnen
404-230-5392 404-230-5268 212-687-8080
For Immediate Release
June 25, 2001
SUNTRUST REQUESTS WACHOVIA BOARD
TO RESTORE SHAREHOLDER RIGHTS
ATLANTA, GA - SunTrust Banks, Inc. (NYSE:STI) has sent the following
letter to the Board of Directors of Wachovia Corporation (NYSE:WB) cautioning
that First Union (NYSE:FTU) continues to take actions, including the
instigation of legislation in North Carolina preventing shareholders from
calling special meetings, that are not in the best interests of Wachovia
shareholders. SunTrust has requested that the Wachovia Board include a vote
at the August 3 shareholder meeting on a proposed charter amendment restoring
the right of Wachovia shareholders to call special meetings.
The Board of Directors
Wachovia Corporation
100 North Main Street
Winston-Salem, NC 27150
Dear Members of the Board:
As you know, SunTrust recently submitted a proposal for consideration at
Wachovia's shareholders' meeting on August 3. The proposal sought to allow
Wachovia's shareholders to vote on an amendment to Wachovia's bylaws to
permit holders of 10% or more of Wachovia's shares to call a special
shareholders' meeting. This was in accordance with then applicable North
Carolina law and Wachovia's charter and bylaws.
Rather than permit Wachovia's shareholders to vote on that proposal, First
Union, with the help of Wachovia management, immediately initiated and
successfully lobbied for an amendment to North Carolina law that eliminates
this previously existing shareholder right ("the Wachovia Amendment"). Prior
to the passage of the Wachovia Amendment on June 14 (a mere ten days after
Wachovia received SunTrust's shareholder proposal), North Carolina law
allowed owners of 10% or more of a company's shares to call a special
shareholders meeting if such a provision were included in either the
company's bylaws or charter. This right was not unique to North Carolina. In
fact, based on our research, North Carolina is now the only state in the
entire country in which the right of shareholders of a public company to call
a special meeting is not mandated by statute and/or permitted to be included
in the bylaws.
Under the new law, shareholders of public North Carolina corporations can
call special meetings only if permitted by a company's charter. Wachovia's
charter does not currently so permit. Since charter amendments can be
proposed only by a company's Board of Directors, the Wachovia Amendment
eliminates a shareholder right - both for Wachovia shareholders and for the
shareholders of every other public company incorporated in North Carolina. We
believe the statements of Ken Thompson to the effect that the purpose of the
legislation is to "close loopholes in North Carolina law" are wrong. Its sole
purpose was to quash a validly exercised right of a Wachovia shareholder--a
right which had existed for many years. Wachovia's board can rectify this
unnecessary infringement of its shareholders' rights by giving Wachovia's
shareholders the opportunity to vote on this matter. We are requesting that
you include on the agenda for the August 3 meeting a proposed charter
amendment providing that 10% of Wachovia shareholders can call special
meetings. By doing so, you would restore the rights of Wachovia shareholders
that were abolished last week.
First Union's instigation of this misguided legislation reveals its continued
lack of concern for the rights of Wachovia shareholders. Do not expect First
Union to protect the rights of Wachovia shareholders. You should know that
many of your shareholders have expressed to us their anger at this
action--changing the rules after a contest has begun is not the fair way to
treat shareholders. We hope that you--Wachovia Board members with a fiduciary
duty to protect the interests of Wachovia shareholders--restore the
opportunity for your shareholders to vote on these important shareholder
rights.
Sincerely,
/s/ L. Phillip Humann
L. Phillip Humann
Chairman, President and
Chief Executive Officer
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 Corporation, 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 May 14, 2001, SunTrust announced that it had made a merger proposal to the
Board of Directors of Wachovia and that it would be soliciting proxies from
Wachovia shareholders in opposition to the proposed merger between Wachovia
and First Union Corporation. SunTrust is filing a definitive proxy statement
with the SEC on June 25, 2001 for use in its solicitation. 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 merger with Wachovia. 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 Banks, Inc., 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 shareholders. A detailed list of the names, affiliations and
interests of the participants in the solicitation is contained in SunTrust's
definitive proxy statement on Schedule 14A, which is being filed with the SEC
on June 25, 2001.