August 25, 2004
WACHOVIA AND SOUTHTRUST REACH AGREEMENT WITH THE DEPARTMENT OF JUSTICE TO DIVEST 18 BRANCHES
CHARLOTTE, N.C., AND BIRMINGHAM, ALA. - Wachovia Corporation (NYSE: WB) and SouthTrust Corporation (NASDAQ: SOTR) announced today that they have reached an agreement with the Department of Justice to sell a total of 18 SouthTrust financial centers - three in Georgia and 15 in Florida-totaling approximately $600 million in deposits. This agreement relates to the proposed SouthTrust/Wachovia merger that was announced June 21, 2004.
"We value the employees, customers and the communities served by the 18 financial centers that are being sold as part of the merger review process for the proposed merger, and we are dedicated to finding buyers that share that commitment," said Ben Jenkins, president of Wachovia's General Banking Group.
"Although buyers have not yet been identified, a condition of our contract with any buyer will be that the acquiring company offer positions to the employees of divesting financial centers," said Tom Coley, vice chairman, SouthTrust Corp. "We can assure you that we are confident that customers will experience little or no disruption as a result of this transition."
All sales will include deposits, loans and related premises and equipment, and will be contingent upon completion of the Wachovia and SouthTrust merger. The companies are seeking proposals from qualified financial services institutions to purchase the financial centers. Once buyer(s) are identified and enter into the appropriate agreements, customers will begin to receive information about the transition process. Customers do not need to do anything at this time.
As previously announced, Frank Schmidt, SouthTrust Bank vice chairman, and David Carroll, Wachovia senior executive vice president, are co-leading the integration of the two companies. SouthTrust's Lachelle Koon and Wachovia's Steve Boehm are managing the Merger Project Office, a team focused solely on executing a successful merger integration.
SouthTrust financial centers being divested are as follows:
| Augusta, Ga. |
Belair Road |
404 S. Belair Rd. |
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Daniel Village |
3007 Pine Needle Rd. |
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Peach Orchard |
2756 Peach Orchard Rd. |
| Deland, Fla. |
Spring Garden |
900 N. Spring Garden Ave. |
| Jacksonville, Fla. |
103rd St. |
6477 103rd St |
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Fleming at Eagle Harbor |
5000-70 Hwy. 17 S. |
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Loretto Rd. |
11683 San Jose Blvd. |
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Mandarin |
9716 San Jose Blvd. |
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Merrill Rd. |
9125 Merrill Rd. |
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Orange Park |
311 Wells Crossing Blvd. |
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Ponta Vedra |
500 A1a N. |
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San Jose |
6450 Old St. Augustine Rd.. |
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San Pablo |
14420 Beach Blvd. |
| Lakeland, Fla. |
Combee |
435 S. Combee Rd. |
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Interstate |
4012 Lakeland Hills Blvd. |
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Lakeland City Center |
402 S. Kentucky Ave. |
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Scott Lake |
1011 E. County Line Rd. 54 |
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South Lakeland |
4421 S. Florida Ave. |
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Wachovia Corporation (NYSE:WB) is one of the largest providers of financial services to retail, brokerage and corporate customers throughout the East Coast and the nation, with assets of $418.4 billion, market capitalization of $58.3 billion and stockholders' equity of $32.6 billion at June 30, 2004. Its four core businesses, the General Bank, Capital Management, Wealth Management, and the Corporate and Investment Bank, serve 12 million client relationships (including households and businesses), primarily in 11 East Coast states and Washington, D.C. Its full-service retail brokerage firm, Wachovia Securities, LLC, serves clients in 49 states. Global services are provided through 32 international offices. Online banking and brokerage products and services also are available through Wachovia.com.
SouthTrust Corporation (www.southtrust.com) is a $52.9 billion regional bank holding company with headquarters in Birmingham, Ala. SouthTrust operates 736 banking and loan offices and 890 ATMs in Alabama, Florida, Georgia, Mississippi, North Carolina, South Carolina, Tennessee, Texas and Virginia. The company offers a complete line of banking and other related financial services to commercial and retail customers. SouthTrust is a Forbes Platinum 400 company that trades on the NASDAQ Stock Market under the symbol SOTR. The company is listed on the S&P 500 index and the Keefe, Bruyette & Woods BKX Index.
Additional Information
The proposed transaction will be submitted to Wachovia's and SouthTrust's shareholders for their consideration, and, on August 16, 2004, Wachovia filed an amended registration statement on Form S-4 with the SEC, containing a joint proxy statement/prospectus of Wachovia and SouthTrust, and other relevant documents concerning the proposed transaction. Shareholders are urged to read the definitive joint proxy statement/prospectus regarding the proposed transaction when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. You will be able to obtain a free copy of the registration statement and the joint proxy statement/prospectus, as well as other filings containing information about Wachovia and SouthTrust, at the SEC's Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, at www.wachovia.com under the tab "Inside Wachovia - Investor Relations" and then under the heading "Financial Reports - SEC Filings." You may also obtain these documents, free of charge, at www.SouthTrust.com under the tab "About SouthTrust," then under "Investor Relations" and then under "SEC Documents." Copies of the joint proxy statement/prospectus and the SEC filings that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Wachovia Corporation, Investor Relations, One Wachovia Center, 301 South College Street, Charlotte, NC 28288-0206, (704)-374-6782, or to SouthTrust Corporation, P. O. Box 2554, Birmingham, AL 35290, (205)-254-5187.
Wachovia and SouthTrust, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from the shareholders of Wachovia and SouthTrust in connection with the merger. Information about the directors and executive officers of Wachovia and their ownership of Wachovia common stock is set forth in the proxy statement, dated March 15, 2004, for Wachovia's 2004 annual meeting of shareholders, as filed with the SEC on a Schedule 14A. Information about the directors and executive officers of SouthTrust and their ownership of SouthTrust common stock is set forth in the proxy statement, dated March 8, 2004, for SouthTrust's 2004 annual meeting of shareholders, as filed with the SEC on a Schedule 14A. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the definitive joint proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.
Investors seeking further information should contact Wachovia Investor Relations: Alice Lehman at 704-374-4139; or SouthTrust Investor Relations: Bill Prater at 205-254-5187. Media seeking further information should contact SouthTrust Corporate Communications: David M. Oliver at 205-254-5523, or dial 205-254-5130 and ask to speak to a media relations representative; or Wachovia Corporate Communications: Christy Phillips at 704-383-8178 or Sarah Greene at 704-383-7157. Parties interested in acquiring the divesting financial centers can contact UBS Securities LLC: Oliver Sarkozy, Eric Warmstein or James Spencer at 212-821-3000.
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