Wachovia Corporation
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 9, 2007
Wachovia Corporation
(Exact Name of Registrant as Specified in Its Charter)
North Carolina
(State or Other Jurisdiction of Incorporation)
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1-10000
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56-0898180 |
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(Commission File Number)
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(IRS Employer Identification No.) |
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One Wachovia Center |
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Charlotte, North Carolina
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28288-0013 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(704) 374-6565
(Registrants 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
On November 9, 2007, Donald Truslow, Senior Executive Vice President and Chief Risk Officer at
Wachovia Corporation (Wachovia), made a presentation to investors and analysts. Attached as
Exhibit (99) to this report and incorporated by reference into this Item 7.01 are presentation
materials used by Mr. Truslow. The presentation materials contained in Exhibit (99) shall not be
deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor
shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
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(d) |
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Exhibits. |
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(99) |
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Presentation materials (solely furnished and not filed for purposes of Item 7.01). |
* * *
This Current Report on Form 8-K (including information included or incorporated by reference
herein) may contain, among other things, certain forward-looking statements, including, without
limitation, (i) statements regarding certain of Wachovias 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 Wachovias credit
quality trends, (ii) statements relating to the benefits of the merger between A.G. Edwards, Inc.
(A.G. Edwards) and Wachovia completed on October 1, 2007 (the A.G. Edwards Merger), including
future financial and operating results, cost savings, enhanced revenues and the accretion/dilution
to reported earnings that may be realized from the A.G. Edwards Merger, (iii) statements relating
to the benefits of the merger between Wachovia and Golden West completed on October 1, 2006 (the
Golden West Merger), including future financial and operating results, cost savings, enhanced
revenues and the accretion/dilution to reported earnings that may be realized from the Golden West
Merger, 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 Wachovias management and are subject to significant risks and uncertainties that
are subject to change based on various factors (many of which are beyond Wachovias control).
Actual results may differ from those set forth in the forward-looking statements.
The following factors, among others, could cause Wachovias financial performance to differ
materially from that expressed in such forward-looking statements: (1) the risk that the applicable
businesses in connection with the A.G. Edwards Merger or the Golden West Merger will not be
integrated successfully or such integrations may be more difficult, time-consuming or costly than
expected; (2) the risk that expected revenue synergies and cost savings from the A.G. Edwards
Merger or the Golden West Merger may not be fully realized or realized within the expected time
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frame; (3) the risk that revenues following the A.G. Edwards Merger or the Golden West Merger may
be lower than expected; (4) deposit attrition, operating costs, customer loss and business
disruption following the A.G. Edwards Merger or the Golden West Merger, including, without
limitation, difficulties in maintaining relationships with employees, may be greater than expected;
(5) the risk that 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 Wachovias 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) potential or actual litigation; (8)
inflation, interest rate, market and monetary fluctuations; (9) 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 Wachovias brokerage and capital markets
activities; (10) the timely development of competitive new products and services by Wachovia and
the acceptance of these products and services by new and existing customers; (11) the willingness
of customers to accept third party products marketed by Wachovia; (12) the willingness of customers
to substitute competitors products and services for Wachovias products and services and vice
versa; (13) the impact of changes in financial services laws and regulations (including laws
concerning taxes, banking, securities and insurance); (14) technological changes; (15) changes in
consumer spending and saving habits; (16) the effect of corporate restructurings, acquisitions
and/or dispositions, including, without limitation, the A.G. Edwards Merger and the Golden West
Merger, 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; (17) the growth and profitability of Wachovias noninterest or fee income
being less than expected; (18) unanticipated regulatory or judicial proceedings or rulings; (19)
the impact of changes in accounting principles; (20) adverse changes in financial performance
and/or condition of Wachovias borrowers which could impact repayment of such borrowers
outstanding loans; (21) the impact on Wachovias businesses, as well as on the risks set forth
above, of various domestic or international military or terrorist activities or conflicts; and (22)
Wachovias 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, the A.G. Edwards Merger, the Golden West
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.
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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.
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WACHOVIA CORPORATION |
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Date: November 9, 2007
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By:
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/s/ Thomas J. Wurtz |
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Name:
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Thomas J. Wurtz |
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Title:
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Senior Executive Vice President
and Chief Financial Officer |
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Exhibit Index
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Exhibit No. |
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Description |
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(99)
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Presentation materials. |
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