8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) November 1, 2004

Wachovia Corporation

(Exact Name of Registrant as Specified in Its Charter)

North Carolina

(State or Other Jurisdiction of Incorporation)

1-10000	56-0898180
(Commission File Number)	(IRS Employer Identification No.)

One Wachovia Center Charlotte, North Carolina	28288-0013
(Address of Principal Executive Offices)	(Zip Code)

(704) 374-6565

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

As previously disclosed by Wachovia Corporation (“Wachovia”) under Item 5.02 in its Current Report on Form 8-K, dated October 22, 2004, pursuant to the terms of the Agreement and Plan of Merger, dated as of June 20, 2004 and restated on July 9, 2004 (the “Merger Agreement”), between Wachovia and SouthTrust Corporation (“SouthTrust”), Wachovia elected Wallace D. Malone, Jr., Van L. Richey and Donald M. James to Wachovia’s Board of Directors, effective immediately following the completion of the merger contemplated in the Merger Agreement (the “Merger”). As described below, the Merger was completed on November 1, 2004, and Messrs. Malone, Richey and James became directors of Wachovia immediately following the completion of the Merger. The information set forth under Item 5.02 (including the information incorporated by reference therein) in Wachovia’s Current Report on Form 8-K, dated October 22, 2004, is incorporated into this Item 5.02 by reference.

Item 8.01. Other Events.

On November 1, 2004, pursuant to the terms and conditions of the Merger Agreement, Wachovia and SouthTrust completed the Merger, in which SouthTrust merged with and into Wachovia, with Wachovia as the surviving corporation. In connection with the Merger, each outstanding share of SouthTrust common stock, par value $2.50 per share, was converted into 0.89 shares of Wachovia common stock, par value $3.33 ¹/3 per share, with the appropriate number of attached stock purchase rights under Wachovia’s shareholder protection rights plan. A copy of the news release (the “News Release”) announcing the completion of the Merger is attached as Exhibit 99(a) to this report and is incorporated into this Item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99(a)	The News Release.
99(b)	Information under Item 5.02 in Wachovia’s Current Report on Form 8-K, dated October 22, 2004 (incorporated herein by reference).

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This Current Report on Form 8-K (including information included or incorporated by reference herein) may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements relating to the benefits of the merger between Wachovia and SouthTrust completed on November 1, 2004 (the “Merger”), including future financial and operating results, cost savings, enhanced revenues and the accretion or dilution to reported earnings that may be realized from the Merger, (ii) statements relating to the benefits of the retail securities brokerage

combination transaction between Wachovia and Prudential Financial, Inc. completed on July 1, 2003 (the “Brokerage Transaction”), including future financial and operating results, cost savings, enhanced revenues and the accretion of reported earnings that may be realized from the Brokerage Transaction, (iii) statements regarding certain of Wachovia’s goals and expectations with respect to earnings, earnings per share, revenue, expenses and the growth rate in such items, as well as other measures of economic performance, including statements relating to estimates of credit quality trends, and (iv) statements preceded by, followed by or that include the words “may”, “could”, “should”, “would”, “believe”, “anticipate”, “estimate”, “expect”, “intend”, “plan”, “projects”, “outlook” or similar expressions. These statements are based upon the current beliefs and expectations of Wachovia’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond Wachovia’s control).

The following factors, among others, could cause Wachovia’s financial performance to differ materially from that expressed in such forward-looking statements: (1) the risk that the businesses of Wachovia and SouthTrust in connection with the Merger or the businesses of Wachovia and Prudential in connection with the Brokerage Transaction will 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 or the Brokerage Transaction may not be fully realized or realized within the expected time frame; (3) revenues following the Merger or the Brokerage Transaction may be lower than expected; (4) deposit attrition, operating costs, customer loss and business disruption following the Merger or the Brokerage Transaction, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected; (5) the strength of the United States economy in general and the strength of the local economies in which Wachovia conducts 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 Wachovia’s loan portfolio and allowance for loan losses; (6) the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; (7) inflation, interest rate, market and monetary fluctuations; (8) 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 Wachovia’s capital markets and capital management activities, including, without limitation, Wachovia’s mergers and acquisition advisory business, equity and debt underwriting activities, private equity investment activities, derivative securities activities, investment and wealth management advisory businesses, and brokerage activities; (9) the timely development of competitive new products and services by Wachovia and the acceptance of these products and services by new and existing customers; (10) the willingness of customers to accept third party products marketed by Wachovia; (11) the willingness of customers to substitute competitors’ products and services for Wachovia’s products and services and vice versa; (12) the impact of changes in financial services’ laws and regulations (including laws concerning taxes, banking, securities and insurance); (13) technological changes; (14) changes in consumer spending and saving habits; (15) the effect of corporate restructurings, acquisitions and/or dispositions, including, without limitation, the Merger (and any required divestitures related thereto) and the Brokerage Transaction, and the actual restructuring and other expenses related thereto, and the failure to achieve the expected revenue growth and/or expense savings from such

corporate restructurings, acquisitions and/or dispositions; (16) the growth and profitability of Wachovia’s non-interest or fee income being less than expected; (17) unanticipated regulatory or judicial proceedings or rulings; (18) the impact of changes in accounting principles; (19) adverse changes in financial performance and/or condition of Wachovia’s borrowers which could impact repayment of such borrowers’ outstanding loans; (20) the impact on Wachovia’s businesses, as well as on the risks set forth above, of various domestic or international military or terrorist activities or conflicts; and (21) Wachovia’s success at managing the risks involved in the foregoing.

Wachovia cautions that the foregoing list of factors is not exclusive. All subsequent written and oral forward-looking statements concerning Wachovia or the Merger or other matters and attributable to Wachovia or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. Wachovia does not undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this Current Report on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WACHOVIA CORPORATION
Date: November 1, 2004	By:	/s/ Robert P. Kelly
	Name:	Robert P. Kelly
	Title:	Senior Executive Vice President
		and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99(a)	The News Release.
99(b)	Information under Item 5.02 in Wachovia’s Current Report on Form 8-K, dated October 22, 2004 (incorporated herein by reference).

EX-99.A

EXHIBIT 99(a)

	Media Contacts:
	Mary Eshet 704-383-7777
	Christy Phillips 704-383-8178
	David Oliver 205-667-5429
	Investor Contacts:
	Alice Lehman 704-374-4139
	Ellen Taylor 704-383-1381
	Jeff Richardson 704-383-8250
	Press Release Monday, Nov. 1, 2004 WACHOVIA COMPLETES SOUTHTRUST MERGER Retail Customers Will See Immediate Benefits
	CHARLOTTE, N.C. – Wachovia Corporation (NYSE: WB) announced today that it has completed the merger with SouthTrust Corporation (NASDAQ: SOTR).
	“We are delighted to welcome our SouthTrust teammates, customers and shareholders as we join forces,” said Ken Thompson, chairman, president and chief executive officer. “We look forward to leveraging our companies’ combined strengths and building sustained value for our customers, communities, employees and shareholders. As we integrate the two companies in the coming months, we are committed to offering best-in-class customer service and delivering strong performance for our shareholders.”
	“We are all extremely pleased to officially be part of one of the nation’s best and largest financial services companies,” said Wallace Malone, former chairman and CEO of SouthTrust, who becomes vice chairman of Wachovia. “The strength of this combination is that we have merged with a company which, like SouthTrust, has a proven track record in excellent customer service and outstanding financial performance.”
	Wachovia has the leading market share in numerous high-growth markets, with extensive product offerings. It is the largest bank in the Southeast. It is also among the top five in small business banking, a leading national brokerage firm and fund manager, an investment bank focused on growth companies and a well-positioned corporate bank. On a pro forma combined basis, Wachovia will have an estimated $500 billion in assets and a $79 billion market capitalization. The combined company’s approximately 14 million households and businesses (2.6 million of them online) are served by more than 95,000 employees, approximately 3,200 banking branches, full-service telephone and Internet banking, 5,300 ATMs, nearly 700 brokerage offices and 10,500 registered representatives.
	As a result of the merger, SouthTrust shareholders will receive 0.89 shares of Wachovia common stock for each share of SouthTrust common stock they own. Shareholders may access additional information at Wachovia’s Investor Relations Web site, wachovia.com/investor. The site provides access to the most current news and financial information on Wachovia.
	The company said that integration planning teams formed earlier this year are continuing to work on integration activities. As previously announced, the merger integration process is scheduled to be completed in the fourth quarter of 2005.

Customer Benefits

Retail customers of both SouthTrust and Wachovia will enjoy the following immediate benefits from the merger of the two holding companies:

•     Wachovia and SouthTrust bank customers are now able to use their current ATM cards and PIN numbers at 5,300 Wachovia and SouthTrust ATMs from Connecticut to Florida and west to Texas to make cash withdrawals or check account balances without paying a fee.

•     All checking account customers will be offered free Online BillPay.

•     SouthTrust will now offer a Free Checking account with no direct deposit requirement and no minimum balance, similar to the Wachovia Free Checking account.

SouthTrust and Wachovia announced their intention to merge in June 2004. Both SouthTrust and Wachovia shareholders approved the merger on Oct. 28, 2004.

Wachovia Corporation (NYSE:WB) is one of the largest providers of financial services to retail, brokerage and corporate customers, with retail operations from Connecticut to Florida and west to Texas, and retail brokerage operations nationwide. Its four core businesses, the General Bank, Capital Management, Wealth Management, and the Corporate and Investment Bank, serve approximately 14 million client relationships (including households and businesses), primarily in 15 states and Washington, D.C. Its full-service retail brokerage firm, Wachovia Securities, LLC, serves clients in 49 states and Washington, D.C. Global services are offered through 33 international offices. Online banking and brokerage products and services also are available through wachovia.com.

Wachovia had assets of $436.7 billion, stockholders’ equity of $33.9 billion and market capitalization of $61.4 billion at Sept. 30, 2004. SouthTrust had assets of $53.8 billion and stockholders’ equity of $4.7 billion at Sept. 30, 2004.

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