Filed by Wachovia Corporation pursuant to Rule 425 under the
Securities Act of 1933, as amended, and deemed filed pursuant to
Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended
Subject Company:
Golden West Financial Corporation
Commission File No.: 1-4629
Date: August 17, 2006
This filing may contain certain forward-looking statements with respect to each of Wachovia
Corporation (Wachovia) and Golden West Financial Corporation (Golden West) and the combined
company following the proposed merger between Wachovia and Golden West (the Merger), as well as
the goals, plans, objectives, intentions, expectations, financial condition, results of operations,
future performance and business of Wachovia, 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/dilution to reported earnings that may be realized from the
Merger, (ii) statements relating to the benefits of the merger between Wachovia and Westcorp and
Wachovias related acquisition of WFS Financial Inc (WFS Financial), a subsidiary of Westcorp,
completed on March 1, 2006 (the Westcorp Transaction), including future financial and operating
results, cost savings, enhanced revenues and the accretion/dilution to reported earnings that may
be realized from the Westcorp Transaction, (iii) statements regarding certain of Wachovias and/or
Golden Wests 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 (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. Actual results may differ from those set forth
in the forward-looking statements. These forward-looking statements involve certain risks and
uncertainties that are subject to change based on various factors (many of which are beyond
Wachovias control).
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 businesses
of Wachovia and/or Golden West in connection with the Merger or the businesses of Wachovia,
Westcorp and WFS Financial in connection with the Westcorp Transaction 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 or the Westcorp Transaction may not be
fully realized or realized within the expected time frame; (3) revenues following the Merger or the
Westcorp Transaction may be lower than expected; (4) deposit attrition, operating costs, customer
loss and business disruption following the Merger or the Westcorp Transaction, including, without
limitation, difficulties in maintaining relationships with employees, may be greater than expected;
(5) the ability to obtain governmental approvals of the Merger on the proposed terms and schedule;
(6) the failure of Wachovias and/or Golden Wests shareholders to approve the Merger,
respectively; (7) the strength of the United States economy in general and the strength of the
local economies in which Wachovia and/or Golden West 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 and/or Golden Wests loan portfolio and
allowance for loan losses; (8) 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;
(9) potential or actual litigation; (10) inflation, interest rate, market and monetary
fluctuations; and (11) 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 capital markets and capital management activities, including, without limitation,
Wachovias 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. Additional factors that could cause
Wachovias and Golden Wests results to differ materially from those described in the
forward-looking statements can be found in Wachovias and Golden Wests Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. All
subsequent written and oral forward-looking statements concerning Wachovia or the proposed Merger
or other matters and attributable to Wachovia or Golden West or any person acting on their behalf
are expressly qualified in their entirety by the cautionary statements above. Wachovia and Golden
West do not undertake any obligation to update any forward-looking statement, whether written or
oral, relating to the matters discussed in this filing.
The proposed Merger will be submitted to Wachovias and Golden Wests shareholders for their
consideration. Shareholders are urged to read the definitive joint proxy statement/prospectus
regarding the proposed Merger and any other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, because they contain important information. You will
be able to obtain a free copy of the definitive joint proxy statement/prospectus, as well as other
filings containing information about Wachovia and Golden West, at the SECs website (http://www.sec.gov).
You will also be able to obtain these documents, free of charge, at
Wachovias website (http://www.wachovia.com) under the tab Inside Wachovia Investor
Relations and then under the heading Financial Reports SEC Filings. Copies of the definitive
joint proxy statement/prospectus and the SEC filings incorporated by reference in the definitive joint proxy statement/prospectus can also be obtained, free of
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 Golden West, Attn:
Investor Relations Department, 1901 Harrison Street, Oakland, CA 94612, (510) 445-3420.
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based on its judgment as to the range of multiples within which companies with
characteristics similar to Wachovia typically trade. |
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Separately, Lehman Brothers relied on long term growth rate estimates for Golden
West and Wachovia as provided by I/B/E/S. |
(3) |
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The section of the joint proxy statement-prospectus entitled Legal Proceedings Relating to
the Merger is hereby supplemented by adding the following as the last paragraph in that
section: |
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On August 16, 2006, Golden West entered into a memorandum of settlement with the
plaintiffs to settle both the Burnett and Morton Smith Trust actions, which were previously
consolidated into one proceeding. As part of the settlement, the defendants deny all
allegations of wrongdoing. The settlement will be subject to customary conditions including
court approval following notice to members of the proposed settlement class and consummation
of the merger. If finally approved by the court, the settlement will resolve all claims
that were or could have been brought on behalf of the proposed settlement class in the
actions being settled, including all claims relating to the merger, the merger agreement and
any disclosure made in connection therewith. The settlement will not affect the amount of
merger consideration to be paid in the merger or change any other
terms of the merger. |
Forward-Looking Statements
This document may contain forward-looking statements with respect to the financial condition,
results of operations and business of Wachovia and Golden West and, assuming the completion of the
proposed merger between the two companies, a combined Wachovia and Golden West. There are a number
of risks and uncertainties that could cause actual results to differ materially from the
forward-looking statements included in this document. For example, among other things, (1) Wachovia
and Golden West may be unable to obtain shareholder approval required for the merger; (2)
conditions to the closing of the merger may not be satisfied; (3) the merger may involve unexpected
costs or unexpected liabilities; (4) the business of Golden West may suffer as a result of
uncertainty surrounding the merger; and (5) Golden West may be adversely affected by other
economic, business, and/or competitive factors. Other factors are set forth in the joint proxy
statement-prospectus under the section entitled Forward-Looking Statements. Unless required by
law, Golden West undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
In connection with the proposed merger, a definitive joint proxy statement-prospectus, dated
July 24, 2006, and certain other materials have been, and certain other materials may be, filed
with U.S. Securities and Exchange Commission. WE URGE INVESTORS TO READ THE JOINT PROXY
STATEMENT-PROSPECTUS AND THESE OTHER MATERIALS CAREFULLY BECAUSE THEY DO AND WILL CONTAIN IMPORTANT
INFORMATION ABOUT GOLDEN WEST, WACHOVIA AND THE PROPOSED MERGER. Investors can to obtain a free
copy of the joint proxy statement-prospectus as well as other filed documents containing
information about Golden West and Wachovia at http://www.sec.gov, the SECs free internet site.