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
/ / Definitive Additional Materials
/x/ 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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[Logo of SunTrust Banks, Inc.]
Contacts:
Gary Peacock George Sard/Debbie Miller/Denise DesChenes
SunTrust Citigate Sard Verbinnen
404-658-4879 212-687-8080
For Immediate Release
May 25, 2001
SUNTRUST TO HOLD INVESTOR CONFERENCE CALL
ATLANTA, GA -- SunTrust Banks, Inc. (NYSE: STI) will host a conference call
on Wednesday, May 30, 2001 at 9:00 a.m. EDT to reiterate the merits of its
proposal to merge with Wachovia Corporation (NYSE: WB) and to address what
SunTrust believes to be misleading and inaccurate information contained in
the First Union/Wachovia investor presentation dated May 22, 2001.
Individuals can access the call by dialing (877) 692-2086.
Individuals calling from outside the United States should dial (973)
633-1010. A replay of the conference call will be available beginning on
the afternoon of May 30, 2001 by dialing (877) 519-4471 (domestic) or (973)
341-3080 (international) and entering pass code 2626273.
A webcast of the conference call can also be accessed from the
SunTrust website at www.suntrust.com.
# # #
This 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 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 website
(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 filed with the SEC a
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 site. 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 preliminary proxy statement on Schedule 14A,
filed with the SEC on May 14, 2001.