-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MCG9Sh/ns1rMmEBXLkX5vSHeVkpTJPi481nTZHfsLIChmvWpcUzMkWn0oDRhGg5F MD7RDvlcxl9rLGoBfHFMTg== 0000950168-01-500028.txt : 20010410 0000950168-01-500028.hdr.sgml : 20010410 ACCESSION NUMBER: 0000950168-01-500028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010406 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WACHOVIA CORP/ NC CENTRAL INDEX KEY: 0000774203 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 561473727 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09021 FILM NUMBER: 1598257 BUSINESS ADDRESS: STREET 1: 100 N MAIN ST STREET 2: P O BOX 3099 CITY: WINSTON SALEM STATE: NC ZIP: 27101 BUSINESS PHONE: 3367705000 MAIL ADDRESS: STREET 1: 100 NORTH MAIN ST STREET 2: P O BOX 3099 CITY: WINSTON SALEM STATE: NC ZIP: 27101 FORMER COMPANY: FORMER CONFORMED NAME: FIRST WACHOVIA CORP DATE OF NAME CHANGE: 19910603 8-K 1 form8k_43074.txt PRESS RELEASE FOR WACHOVIA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 9, 2001 WACHOVIA CORPORATION (Exact name of registrant as specified in its charter) NORTH CAROLINA No. 1-9021 No. 56-1473727 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 100 North Main Street, Winston-Salem, NC 27101 191 Peachtree Street NE, Atlanta, GA 30303 (Address of principal executive offices) Registrant's telephone number, including area code: Winston-Salem 336-770-5000 Atlanta 404-332-5000 Not applicable (Former name or former address, if changed since last report) Items 1 - 4. Not Applicable Item 5. Other Events On April 9, 2001, Wachovia Corporation announced an agreement for Bank One Corporation to acquire Wachovia's consumer credit card portfolio, subject to regulatory approval. The companies also announced that they had entered into a long-term agent bank relationship under which Wachovia will offer its branded credit cards to retail customers with servicing provided by First USA, Bank One Corporation's credit card subsidiary. The Press Release titled "Bank One to Purchase Wachovia's $8 Billion Consumer Credit Card Portfolio" dated April 9, 2001 is included as Exhibit 99.1. Item 6. Not Applicable Item 7. Exhibits. 99.1 Press Release, dated April 9, 2001, issued by Wachovia Corporation. Item 8. Not Applicable Item 9. Not Applicable SIGNATURE 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 By: /s/ Robert S. McCoy, Jr. ------------------------ Name: Robert S. McCoy, Jr. Title: Vice Chairman and Chief Financial Officer Date: April 9, 2001 EX-99.1 2 ex99-1_43074.txt PRESS RELEASE Exhibit 99.1 [WACHOVIA LOGO] News Announcement Wachovia Corporation Atlanta, GA 30383 Winston-Salem, NC 27150 For Additional Information: Robert S. McCoy, Jr. Chief Financial Officer, 336-732-5926 Marsha L. Smunt Investor Relations, 336-732-5788 April 9, 2001 Bank One to Purchase Wachovia's $8 Billion Consumer Credit Card Portfolio CHICAGO AND WINSTON- SALEM, N.C. - Bank One Corporation (NYSE: ONE) has entered into a definitive agreement to purchase Wachovia Corporation's (NYSE: WB) $8 billion portfolio of consumer credit card receivables, the companies announced today. The portfolio includes 2.8 million customer accounts. Terms were not announced. The companies also entered into a long-term agent bank relationship under which Wachovia will offer its branded credit cards to retail customers, with servicing provided by First USA, Bank One's credit card subsidiary. First USA, the largest issuer of Visa credit cards, is a leader in partnership and agent bank marketing with 1,900 marketing partners, including many financial institutions. The transaction meets the strategic goals of both companies. Bank One expects the transaction to be immediately accretive to earnings and that its capital ratios will remain strong. Bank One also expects that the transaction, when completely integrated, will add $100 million per year to Bank One's aftertax earnings, assuming current economic conditions. "The purchase of this high-quality portfolio - in terms of both customers and credit - signals that we are growing our credit card business again and are dedicated to be one of the winners in this consolidating industry," said James Dimon, Bank One's chairman and chief executive officer. "We also are pleased to be partnering with highly respected Wachovia. "We have strengthened our First USA management team, and our customer service, operational quality and customer satisfaction are strong," he said. "As a result, we can leverage our current infrastructure to serve the combined 55 million cardholders well - and more efficiently - while offering Wachovia customers additional card products and choices." (more) -2- Wachovia announced in February that it was exploring strategic alternatives for its credit card business. The company told investors in March that if a sale were to occur options for use of proceeds could include internal reinvestment, strategic acquisitions and share repurchases. Wachovia now expects to report a pretax gain of approximately $1.4 billion upon consummation of the transaction. "We concluded that selling the portfolio will provide the best opportunity to maximize returns to shareholders. This course of action enables Wachovia to reinvest in areas more in line with our relationship strategy," said L.M. Baker Jr., Wachovia chairman and chief executive officer. "Based on Wachovia's extensive due diligence, we are confident that First USA will continue Wachovia's tradition of excellent customer service." The transaction is expected to close in the second quarter and is subject to regulatory approval. Over the next several weeks, First USA will be reviewing its needs with respect to Wachovia Bank Card Services facilities and employees. Adding the Wachovia portfolio to Bank One's credit card receivables at December 31, 2000, will result in a pro forma portfolio of about $75 billion. Bank One Corporation, the parent of First USA, has assets of more than $265 billion, making it the nation's fifth-largest bank holding company. Wachovia Corporation, with dual headquarters in Atlanta and Winston-Salem, N.C., is a leading financial holding company serving regional, national and international markets. As of December 31, 2000, Wachovia had assets of $74 billion. Wachovia Bank, N.A., the principal subsidiary, has more than 650 offices and 1,350 ATMs primarily in Florida, Georgia, North Carolina, South Carolina and Virginia. Wachovia Bank Card Services, the credit card subsidiary, is headquartered in Atlanta. ### This news release contains forward-looking statements regarding Wachovia Corporation and Bank One Corporation. All forward-looking statements involve risk and uncertainty, and actual results could differ materially from the anticipated results or other expectations expressed in the forward-looking statements. A discussion of factors that could cause actual results to differ materially from those expressed in the forward-looking statements is included in Wachovia's filings with the Securities and Exchange Commission and Bank One's Form 10-K for the year ended December 31, 2000. Bank One Conference Call and Webcast Bank One and First USA executives will host a conference call discussing today's announcement at 10 a.m. Eastern today. To participate, phone 800-967-7141 (domestic) or 719-457-2630 (international); the access code is 616289. The conference call will be available on the Internet at www.bankone.com. The conference call audio will also be Webcast at this location. A playback of this conference call will be available after 12:30 p.m. Eastern today through Friday, April 20, by calling 888-203-1112 (domestic) or 719-457-0820 (international); the access code is 616289. -----END PRIVACY-ENHANCED MESSAGE-----