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:
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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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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 a merger
between SunTrust Banks, Inc. 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.
The following is a letter that may be sent by SunTrust Banks, Inc. to
certain shareholders of Wachovia Corporation from time to time in
connection with SunTrust's solicitation of shareholders of Wachovia.
[SunTrust Banks, Inc. letterhead]
Dear [ ]:
As the August 3rd Wachovia shareholders meeting approaches, both SunTrust
and First Union are turning up the volume regarding our competing
proposals. But above all the noise, SunTrust believes one issue deserves
special attention and consideration: your Wachovia dividend.
As you know, FIRST UNION RECENTLY CUT ITS DIVIDEND IN HALF, just weeks
after CEO Ken Thompson stated: "We've got plenty of capacity to generate
all of the capital we need in this company. At the end of the day, we
didn't need to cut the dividend."
But cut they did. And now, First Union has patched together a confusing
proposal that forces you to decide how you want your dividend configured
and to wait for First Union's common dividend to increase 25% before you
realize any real growth. That's not just our view. Take a moment to review
the attached excerpts from Wachovia's proxy statement. These disclosures
likely will leave you concerned - or simply confused.
By comparison, SUNTRUST'S DIVIDEND HAS GROWN EVERY YEAR since the company
was founded. Our proposal for Wachovia shareholders: a simpler - and better
- dividend that doesn't require you to evaluate formulas or make
irreversible decisions about how its calculated.
Beyond the dividend difference, we believe that SunTrust offers a stronger
currency, with better long-term shareholder returns and a better record of
earnings growth. This is all spelled out in our proxy materials which, if
you have not already done so, you may wish to review.
If you have questions or would like to discuss our proposal in more detail,
please contact me at <>. Thank you for considering SunTrust.
Sincerely,
P.S. Don't forget to sign, date and return your BLUE proxy card immediately
to vote "AGAINST" the First Union merger.
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 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 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 Banks, Inc., 303
Peachtree Street, N.E., Atlanta, GA 30308, Attention: Gary Peacock
(404-658-4753).
EXCERPTS FROM THE FIRST UNION/WACHOVIA JOINT PROXY STATEMENT-PROSPECTUS
Page 27
THE DEPS HAVE NO TRADING HISTORY, THERE IS CURRENTLY NO MARKET FOR DEPS AND
THERE MAY ONLY BE A LIMITED MARKET FOR DEPS AFTER THE MERGER IS COMPLETED.
There is currently no trading market for the DEPs, and we do not
believe that a "when-issued" trading market will develop before we complete
the merger. We do not know whether the DEPs will be actively traded or at
what prices they will trade. Although we have agreed to use reasonable
efforts to have the DEPs listed on a securities, futures or options
exchange or quoted on a dealer quotation system, we cannot be sure that the
DEPs will qualify for listing, trading, or quotation on any exchange or
dealer quotation system. If we do list the DEPs on an exchange, it may not
be a national exchange, or there may not be an orderly or developed market
for the shares. Therefore, it may be more difficult to dispose of your DEPs
if you decide to do so. In addition, prices for the DEPs will be determined
in the marketplace and may be influenced by many factors, including the
depth and liquidity of the market for DEPs, our financial condition and
results of operations, investors' perceptions about us, our dividends and
our industry, and changes in economic and market conditions generally and
in the banking and financial services industry in particular.
Pages 115-117
DIVIDEND EQUALIZATION PREFERRED SHARES (DEPS)
The combined company will also be authorized to issue up to
500,000,000 DEPs, no par value. The board of directors of the combined
company will be authorized to issue the DEPs solely as consideration to
former holders of Wachovia common stock in the merger.
Election. In connection with the merger, Wachovia shareholders
will have the right to choose either (1) a one-time cash payment of $0.48
per Wachovia common share or (2) two DEPs per Wachovia common share. If you
are a Wachovia shareholder and do not indicate a choice on the election
form that will be mailed to you by the combined company within 90 days
after the completion of the merger, you will receive the $0.48 per Wachovia
common share cash payment.
Ranking Upon Dividend Declaration and Upon Liquidation or
Dissolution. With regard to the receipt of dividends, the DEPs will rank
junior to any class or series of preferred stock established by the
combined company's board of directors after the completion of the merger
and will rank equally with the common stock of the combined company. With
regard to distributions upon liquidation or dissolution of the combined
company, the DEPs will rank junior to any class or series of preferred
stock established by the combined company's board of directors after
completion of the merger and will rank senior to the common stock for the
$0.01 liquidation preference described below.
Cancellation. DEPs that are redeemed, purchased or otherwise
acquired by the combined company or any of its subsidiaries will be
cancelled and may not be reissued.
Dividends. Subject to the rights of holders of any preferred stock
outstanding, holders of DEPs will be entitled to receive dividends or
distributions on DEPs that the board of directors of the combined company
declares out of funds legally available for these payments, on the date in
each fiscal quarter that regular quarterly dividends are payable on the
common stock, and if no common stock dividend is paid in a quarter, the
dividend on the DEPs for that quarter will be paid on the last day of the
third month of that quarter. The payment of distributions by the combined
company will be subject to the restrictions of North Carolina law
applicable to the declaration of distributions by a corporation. Under
North Carolina law, a corporation may not make a distribution if as a
result of the distribution the company would not be able to pay its debts,
or its assets would not exceed its liabilities plus the amount needed to
satisfy any preferential rights preferred shareholders would have if the
company were to be dissolved at the time of the distribution.
If the amount payable in cash as a dividend per share of the
combined company's common stock in a particular fiscal quarter is less than
$0.30, then the holder of one DEP will be entitled to receive the
difference between the amount payable per common share and $0.30. No amount
of dividend will be paid on any DEPs in any particular quarter if the
regular dividend declared on a share of the combined company's common stock
is greater than or equal to $0.30. The DEPs will be entitled to cumulative
dividends, so that the failure of the board to declare a dividend in any
quarter will result in that dividend's accrual. However, a failure to pay
dividends on the DEPs will not prevent the combined company from paying
future dividends on the common stock. No interest will be payable in
respect of accrued but unpaid dividends.
Commencement of Dividend Rights. The dividend rights of the DEPs
will begin on the first regular quarterly dividend record date to occur
after the merger is completed.
Expiration of Dividend Rights. The dividend rights of the DEPs
will expire immediately after the date upon which a regular quarterly
dividend on the combined company's common stock was paid if the amount paid
per share for that quarter plus the total amount of regular quarterly
dividends paid per share on the combined company's common stock for the
three quarters immediately preceding that date is equal to or greater than
$1.20, and all accrued dividends have been paid in full. After that date,
holders of DEPs will not be entitled to any dividends on those shares,
regardless of whether any DEPs remain outstanding.
Assets Upon Dissolution. In the event of liquidation, holders of
DEPs will be entitled to receive, before any distribution is made to the
holders of common stock or any other junior stock, but after any
distribution to any class or series of preferred stock established by the
combined company's board of directors after completion of the merger, an
amount equal to $0.01 per DEP, together with any accrued and unpaid
dividends. The holders of DEPs will have no other right or claim to any of
the remaining assets of the combined company.
Redemption, Conversion and Exchange. The DEPs will not be
convertible or exchangeable. The DEPs may be redeemed, at the combined
company's option and with 30 to 60 days prior notice, after December 31,
2021, for an amount equal to $0.01 per DEP, together with any accrued and
unpaid dividends.
Voting Rights. Holders of DEPs will not have voting rights, except
those required by applicable law or the rules of a securities exchange or
quotation system on which the DEPs may be listed or quoted.