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 //
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/ / 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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[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 4, 2001
SUNTRUST PROPOSES AMENDMENT TO WACHOVIA BYLAWS TO PERMIT
SHAREHOLDERS TO CALL SPECIAL MEETING
Atlanta, GA - SunTrust Banks, Inc. (NYSE:STI) announced today that it
has proposed an amendment to Wachovia Corporation's (NYSE:WB) bylaws to be
voted on August 3 at Wachovia's annual shareholders meeting.
SunTrust said the proposed bylaw amendment would permit the holders of
10% or more of Wachovia's outstanding shares to require Wachovia to call a
special meeting of shareholders. SunTrust said that if Wachovia shareholders
approve the bylaw amendment and do not approve the proposed First Union
merger at the annual meeting on August 3, then upon receipt of necessary
regulatory approvals, if Wachovia does not negotiate with SunTrust, SunTrust
would seek to call a special meeting of Wachovia shareholders. The purpose of
the meeting would be to increase the size of Wachovia's Board of Directors
and nominate persons for election to the Board who, subject to their
fiduciary duties as Wachovia directors and subject to Wachovia's merger
agreement with First Union, would pursue a merger with SunTrust unless a
strategic alternative is then available to Wachovia that provides superior
value from a financial point of view taking into account current and
long-term value, strategic and cultural fit, and the impact on customers,
employees and communities.
L. Phillip Humann, Chairman, President and Chief Executive Officer of
SunTrust, said, "Wachovia shareholders will decide on August 3 which of the
two competing merger proposals they believe is superior. The action we took
today is designed to protect shareholders' right to choose. If Wachovia
shareholders prefer our proposal, they can vote down the First Union merger
and vote in favor of the proposed bylaw amendment. If our solicitation is
successful and Wachovia does not negotiate with SunTrust, we would then seek
as soon as possible to call a special meeting of Wachovia shareholders to
elect directors who will be committed to pursuing a merger with SunTrust
unless a more attractive alternative is then available."
SunTrust Banks, Inc. is the nation's ninth-largest commercial banking
organization. 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 traditional deposit and credit services as well as
trust and investment services. Through various subsidiaries the Company
provides credit cards, mortgage banking, insurance, brokerage and capital
markets services.
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 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. On May 29, 2001 SunTrust filed with the Securities and
Exchange Commission ("SEC") a revised 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 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 revised
preliminary proxy statement on Schedule 14A, filed with the SEC on May 29,
2001.