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) September 1, 2001
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Wachovia Corporation
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(Exact name of registrant as specified in its charter)
North Carolina 1-10000 56-0898180
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One First Union Center
Charlotte, North Carolina 28288-0013
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Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (704) 374-6565
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First Union Corporation
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(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets.
On September 1, 2001, pursuant to the terms and conditions of the Agreement
and Plan of Merger, dated as of April 15, 2001 (as amended and restated and
otherwise amended or modified, the "Merger Agreement"), between Wachovia
Corporation ("Former Wachovia") and First Union Corporation ("First Union"),
Former Wachovia merged with and into First Union (the "Merger"). In connection
with the Merger, First Union changed its name to "Wachovia Corporation" (the
"Corporation"). As a result of the Merger, each outstanding share of Former
Wachovia common stock was converted into (i) 2.0 shares of the Corporation's
common stock, and (ii) the right to receive, at the election of the holder,
either $0.48 in cash or 2.0 Dividend Equalization Preferred Shares of the
Corporation. The Merger will be accounted for as a purchase under generally
accepted accounting principles.
The Joint Proxy Statement/Prospectus, dated June 27, 2001 (the "Joint Proxy
Statement/Prospectus"), included in First Union's Registration Statement on Form
S-4 (Registration No. 333-59616, the "Registration Statement"), sets forth
certain additional information regarding the Merger, First Union, Former
Wachovia and the Corporation, including, without limitation, certain information
with respect to the assets involved in the Merger, the nature of certain
relationships between Former Wachovia and the Corporation and certain officers
and directors of the Corporation, the nature of Former Wachovia's business, the
Corporation's intended use of the assets acquired in the Merger and certain
changes to the Corporation's articles of incorporation and by-laws. In
connection with the Merger, the board of directors of the Corporation was
reconstituted to include 9 former directors of First Union and 9 former
directors of Former Wachovia.
A copy of the news releases announcing the completion of the Merger and the
names of the members of the board of directors of the Corporation are attached
hereto as Exhibits 99(a) and 99(b), respectively, and are incorporated into this
Item 2 by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
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1. The audited consolidated statements of condition of Former Wachovia
and subsidiaries as of December 31, 2000 and 1999, and the related
consolidated statements of income, shareholders' equity and cash flows
for each of the three years in the period ended December 31, 2000, and
the related notes and report of independent auditors thereto
(collectively, the "Audited Financial Information") (incorporated by
reference to Exhibit (99) of First Union's Current Report on Form 8-K
dated August 30, 2001).
2. The unaudited consolidated statements of condition of Former Wachovia
and subsidiaries as of June 30, 2001, December 31, 2000 and June 30,
2000, the unaudited consolidated statements of income for the three
and six months ended June
30, 2001 and June 30, 2000, and the unaudited consolidated statements
of shareholders' equity and cash flows for the six months ended June
30, 2001 and June 30, 2000, and the related notes thereto
(collectively, the "Unaudited Financial Information").
(b) Pro Forma Financial Information.
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1. First Union and Former Wachovia unaudited pro forma combined
condensed balance sheet as of June 30, 2001, and the unaudited pro
forma combined condensed statement of income for the six months ended
June 30, 2001 and for the year ended December 31, 2000, and the
related notes to the unaudited pro forma condensed combined financial
information (collectively, the "Pro Forma Financial Information").
(c) Exhibits.
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2 The Merger Agreement (incorporated by reference to Appendix A to the
Joint Proxy Statement/Prospectus contained in the Registration
Statement and to Exhibit 2.1 to First Union's Current Report on Form
8-K dated July 23, 2001).
23 Consent of Ernst & Young LLP.
99(a) The news release announcing completion of the Merger.
99(b) The news release announcing the Board of Directors of the
Corporation.
99(c) The Audited Financial Information (incorporated by reference to
Exhibit (99) of First Union's Current Report on Form 8-K dated
August 30, 2001).
99(d) The Unaudited Financial Information.
99(e) The Pro Forma Financial Information.
* * *
This Current Report on Form 8-K (including information included or
incorporated by reference herein) may contain, among other things, certain
forward-looking statements with respect to the Corporation, as well as the
goals, plans, objectives, intentions, expectations, financial condition, results
of operations, future performance and business of the Corporation, including,
without limitation, (i) statements relating to the benefits of the Merger,
including future financial and operating results, cost savings, enhanced
revenues, and the accretion to reported earnings that may be realized from the
Merger, (ii) statements regarding certain of the Corporation'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 (iii)
statements preceded by, followed by or that include the words "may", "could",
"would", "should", "believes", "expects", "anticipates", "estimates", "intends",
"plans", "targets" "probably", "potentially", "projects" or similar expressions.
These forward-looking statements involve certain risks and uncertainties that
are subject to change based on various factors (many of which are beyond the
Corporation's control). The following factors, among others, could cause the
Corporation's financial performance to differ materially from the goals, plans,
objectives, intentions, and expectations expressed in such forward-looking
statements: (1) the risk that the businesses of First Union and the Former
Wachovia 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 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 following the Merger, 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 the Corporation 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
the Corporation'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 the Corporation's capital markets and capital management
activities, including, without limitation, its 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 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 the Corporation; (11) the willingness of
customers to substitute competitors' products and services for the Corporation'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
the actual restructuring and other charges related thereto; (16) the growth and
profitability of the Corporation's noninterest or fee income being less than
expected; (17) unanticipated regulatory or judicial proceedings; (18) the impact
of changes in accounting policies by the Securities and Exchange Commission;
(19) adverse changes in the financial performance and/or condition of the
Corporation's borrowers which could impact the repayment of such borrowers'
outstanding loans; and (20) the success of the Corporation at managing the risks
involved in the foregoing. Additional information with respect to factors that
may cause actual results to differ materially from those contemplated by such
forward-looking statements is included in the reports filed by the Corporation
with the Securities and Exchange Commission.
The Corporation cautions that the foregoing list of factors is not
exclusive. All subsequent written and oral forward-looking statements concerning
the Merger or other matters
and attributable to the Corporation or any person acting on its behalf are
expressly qualified in their entirety by the cautionary statements above. The
Corporation 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: September 6, 2001 By: /s/ Robert P. Kelly
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Name: Robert P. Kelly
Title: Executive Vice President and
Chief Financial Officer
Exhibit Index
Exhibit No. Description
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2 The Merger Agreement (incorporated by reference to Appendix A to
the Joint Proxy Statement/Prospectus contained in the
Registration Statement and to Exhibit 2.1 to First Union's
Current Report on Form 8-K dated July 23, 2001).
23 Consent of Ernst & Young LLP.
99(a) The news release announcing completion of the Merger.
99(b) The news release announcing the Board of Directors of the
Corporation.
99(c) The Audited Financial Information (incorporated by reference to
Exhibit (99) of First Union's Current Report on Form 8-K dated
August 30, 2001).
99(d) The Unaudited Financial Information.
99(e) The Pro Forma Financial Information.