-----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, M1mncdK1UpjCqExt9dPW22Zlvb5WzdZQZ2jZSGCWcKDfgv67JVAjZMe0nMAyafLW fqLJE1+Hli0JaWnZnaA1mg== 0000950172-01-500212.txt : 20010517 0000950172-01-500212.hdr.sgml : 20010517 ACCESSION NUMBER: 0000950172-01-500212 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010516 SUBJECT COMPANY: 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: 425 SEC ACT: SEC FILE NUMBER: 001-09021 FILM NUMBER: 1641873 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUNTRUST BANKS INC CENTRAL INDEX KEY: 0000750556 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 581575035 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 303 PEACHTREE ST N E CITY: ATLANTA STATE: GA ZIP: 30308 BUSINESS PHONE: 4045887711 MAIL ADDRESS: STREET 1: 303 PEACHTREE ST N E CITY: ATLANTA STATE: GA ZIP: 30308 425 1 s504596.txt 425 Filed by SunTrust Banks, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wachovia Corporation Commission File No. 1-9021 Date: May 16, 2001 The following are advertisements which ran in various publications today in North Carolina and South Carolina. [SunTrust Banks, Inc. Logo] An Open Letter to the Winston-Salem Community SunTrust has just announced an offer to merge with Wachovia. We believe this is a superior transaction for Wachovia shareholders--with a higher price, bigger dividend, and better-performing stock--than First Union's recent agreement to acquire Wachovia. Just as important, it's a much better deal for Wachovia's employees, customers and North Carolina communities. Combining SunTrust and Wachovia would bring together two compatible and complementary Southeastern banking institutions, creating a premier financial services franchise. We have similar management philosophies and corporate cultures--and share a strong commitment to locally focused relationship banking and active community involvement. Since SunTrust now has no retail bank branches in North Carolina, there would be no merger-related branch closures in the state. In contrast, in the proposed First Union/Wachovia transaction, dozens of branches would be closed in North Carolina due to the substantial overlap of those two banks. In addition, a First Union/Wachovia combination will lead to thousands of job losses in North Carolina--far more than in a SunTrust/Wachovia merger. Winston-Salem would become the headquarters for our new Carolinas bank. Our plan should also be much less disruptive to customers--SunTrust has a track record of smooth merger integration, while First Union is known to have had difficulties integrating acquisitions in the past. We've built our success for more than 100 years by working closely with our employees, customers, and the Southeast communities in which we operate. We are firmly committed to being a good corporate citizen in all of our markets--and hope we will soon have the opportunity to be one in yours. /s/ Phil Humann Phil Humann Chairman, President and Chief Executive Officer SunTrust Banks, Inc. On May 14, 2001 SunTrust filed with the Securities and Exchange Commission ("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 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 preliminary proxy statement on Schedule 14A, filed with the SEC on May 14, 2001. [SunTrust Banks, Inc. Logo] An Open Letter to the Greater Charlotte Community SunTrust has just announced an offer to merge with Wachovia. We believe this is a superior transaction for Wachovia shareholders--with a higher price, bigger dividend, and better-performing stock--than First Union's recent agreement to acquire Wachovia. Just as important, it's a much better deal for Wachovia's employees, customers and North Carolina communities. Combining SunTrust and Wachovia would bring together two compatible and complementary Southeastern banking institutions, creating a premier financial services franchise. We have similar management philosophies and corporate cultures--and share a strong commitment to locally focused relationship banking and active community involvement. Since SunTrust now has no retail bank branches in North Carolina, there would be no merger-related branch closures in the state. In contrast, in the proposed First Union/Wachovia transaction, dozens of branches would be closed in North Carolina due to the substantial overlap of those two banks. In addition, a First Union/Wachovia combination will lead to thousands of job losses in North Carolina--far more than in a SunTrust/Wachovia merger. Our plan should also be much less disruptive to customers--SunTrust has a track record of smooth merger integration, while First Union is known to have had difficulties integrating acquisitions in the past. For these and many other reasons, we hope Wachovia will come to agree that SunTrust is a better partner than First Union. Please join us in encouraging First Union not to stand in the way of a superior transaction for Wachovia--and North Carolina. We've built our success for more than 100 years by working closely with our employees, customers, and the Southeast communities in which we operate. We are firmly committed to being a good corporate citizen in all of our markets--and hope we will soon have the opportunity to be one in yours. /s/ Phil Humann Chairman, President and Chief Executive Officer SunTrust Banks, Inc. On May 14, 2001 SunTrust filed with the Securities and Exchange Commission ("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 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 preliminary proxy statement on Schedule 14A, filed with the SEC on May 14, 2001. [SunTrust Banks, Inc. Logo] An Open Letter to the Greater Columbia Community SunTrust has just announced an offer to merge with Wachovia. We believe this is a superior transaction for Wachovia shareholders--with a higher price, bigger dividend, and better-performing stock--than First Union's recent agreement to acquire Wachovia. Just as important, it's a much better deal for Wachovia's employees, customers and South Carolina communities. Combining SunTrust and Wachovia would bring together two compatible and complementary Southeastern banking institutions, creating a premier financial services franchise. We have similar management philosophies and corporate cultures--and share a strong commitment to locally focused relationship banking and active community involvement. Since SunTrust now has no retail bank branches in South Carolina, there would be no merger-related branch closures in the state. In contrast, in the proposed First Union/Wachovia transaction, many branches would be closed in South Carolina due to the substantial overlap of those two banks. In addition, a First Union/Wachovia combination will lead to hundreds of job losses in South Carolina--far more than in a SunTrust/Wachovia merger. Our plan should also be much less disruptive to customers--SunTrust has a track record of smooth merger integration, while First Union is known to have had difficulties integrating acquisitions in the past. We've built our success for more than 100 years by working closely with our employees, customers, and the Southeast communities in which we operate. We are firmly committed to being a good corporate citizen in all of our markets--and hope we will soon have the opportunity to be one in yours. /s/ Phil Humann Phil Humann Chairman, President and Chief Executive Officer SunTrust Banks, Inc. On May 14, 2001 SunTrust filed with the Securities and Exchange Commission ("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 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 preliminary proxy statement on Schedule 14A, filed with the SEC on May 14, 2001. [SunTrust Banks, Inc. Logo] An Open Letter to the Greater Greenville Community SunTrust has just announced an offer to merge with Wachovia. We believe this is a superior transaction for Wachovia shareholders--with a higher price, bigger dividend, and better-performing stock--than First Union's recent agreement to acquire Wachovia. Just as important, it's a much better deal for Wachovia's employees, customers and South Carolina communities. Combining SunTrust and Wachovia would bring together two compatible and complementary Southeastern banking institutions, creating a premier financial services franchise. We have similar management philosophies and corporate cultures--and share a strong commitment to locally focused relationship banking and active community involvement. Since SunTrust now has no retail bank branches in South Carolina, there would be no merger-related branch closures in the state. In contrast, in the proposed First Union/Wachovia transaction, many branches would be closed in South Carolina due to the substantial overlap of those two banks. In addition, a First Union/Wachovia combination will lead to hundreds of job losses in South Carolina--far more than in a SunTrust/Wachovia merger. Our plan should also be much less disruptive to customers--SunTrust has a track record of smooth merger integration, while First Union is known to have had difficulties integrating acquisitions in the past. We've built our success for more than 100 years by working closely with our employees, customers, and the Southeast communities in which we operate. We are firmly committed to being a good corporate citizen in all of our markets--and hope we will soon have the opportunity to be one in yours. /s/ Phil Humann Phil Humann Chairman, President and Chief Executive Officer SunTrust Banks, Inc. On May 14, 2001 SunTrust filed with the Securities and Exchange Commission ("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 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 preliminary proxy statement on Schedule 14A, filed with the SEC on May 14, 2001. [SunTrust Banks, Inc. Logo] An Open Letter to the Communities of the Triangle Region SunTrust has just announced an offer to merge with Wachovia. We believe this is a superior transaction for Wachovia shareholders--with a higher price, bigger dividend, and better-performing stock--than First Union's recent agreement to acquire Wachovia. Just as important, it's a much better deal for Wachovia's employees, customers and North Carolina communities. Combining SunTrust and Wachovia would bring together two compatible and complementary Southeastern banking institutions, creating a premier financial services franchise. We have similar management philosophies and corporate cultures--and share a strong commitment to locally focused relationship banking and active community involvement. Since SunTrust now has no retail bank branches in North Carolina, there would be no merger-related branch closures in the state. In contrast, in the proposed First Union/Wachovia transaction, dozens of branches would be closed in North Carolina due to the substantial overlap of those two banks. In addition, a First Union/Wachovia combination will lead to thousands of job losses in North Carolina--far more than in a SunTrust/Wachovia merger. Our plan should also be much less disruptive to customers--SunTrust has a track record of smooth merger integration, while First Union is known to have had difficulties integrating acquisitions in the past. We've built our success for more than 100 years by working closely with our employees, customers, and the Southeast communities in which we operate. We are firmly committed to being a good corporate citizen in all of our markets--and hope we will soon have the opportunity to be one in yours. /s/ Phil Humann Phil Humann Chairman, President and Chief Executive Officer SunTrust Banks, Inc. On May 14, 2001 SunTrust filed with the Securities and Exchange Commission ("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 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 preliminary proxy statement on Schedule 14A, filed with the SEC on May 14, 2001. -----END PRIVACY-ENHANCED MESSAGE-----