SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
SUNTRUST BANKS, INC.
(Name of Issuer)
Common Stock, Par Value $1.00
(Title of Class of Securities)
867914103
(CUSIP Number)
John C. Clark, III
Corporate Senior Vice President and
General Counsel
Crestar Financial Corporation
919 East Main Street
Richmond, VA 23319
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 20, 1998
(Date of Event Which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box: ( )
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
CUSIP No. 867914103 13D
1 NAME OF REPORTING PERSONS
Crestar Financial Corporation
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: #54-0722175
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
NUMBER OF 7 SOLE VOTING POWER 21,097,697(1)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 21,097,697(1)
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,097,697(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.01%(2)
14 TYPE OF REPORTING PERSON
CO
___________________
1 Beneficial Ownership of 21,097,697 Shares of Common Stock
reported hereunder is so being reported solely as a result of
the Option Agreement described in Item 4 hereof. The Option
granted pursuant to such Option Agreement has not yet become
exercisable. Crestar Financial Corporation expressly disclaims
Beneficial Ownership of such shares.
2 Assumes a total of 234,205,754 shares outstanding, adjusted to
reflect the issuance of the full amount of Common Stock pursuant
to the Option Agreement.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $1.00 per share
("Common Stock"), of SunTrust Banks, Inc., a Georgia corporation (the
"Company"), the principal executive offices of which are located at 303
Peachtree Street, N.E., Atlanta, Georgia 30308.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f). This statement is being filed by Crestar Financial
Corporation, a Virginia corporation registered as a bank holding company
under the Bank Holding Company Act of 1956, as amended ("Crestar"). The
principal executive offices of Crestar are located at 919 East Main Street,
Richmond, Virginia 23261-6665. The principal business of Crestar is to
provide, through its banking subsidiaries, comprehensive corporate,
commercial and individual banking services, as well as other banking-
related financial services and products. The names of the directors and
executive officers of Crestar and their respective business addresses and
present principal occupations or employment, as well as the names,
principal businesses and addresses of any corporations and other
organizations in which such employment is conducted, are set forth on
Schedule I hereto, which Schedule is incorporated herein by reference.
Each of such persons is a citizen of the United States.
(d)-(e). Neither Crestar, nor, to the best of its knowledge, any of the
persons listed in Schedule I hereto has during the last five years been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). Neither Crestar nor, to the best of its knowledge, any of
the persons listed in Schedule I hereto has during the last five years been
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As more fully described in Item 4, the Company has granted to Crestar an
option pursuant to which Crestar has the right, upon the occurrence of
certain events (none of which has occurred), to purchase up to 21,097,697
shares of Common Stock (subject to adjustment in certain circumstances) at
a price per share equal to $87.00 (the "Option"). Certain terms of the
Option are summarized in Item 4.
If the Option were exercisable and Crestar were to exercise the Option
on the date hereof, the funds required to purchase the shares of Common
Stock issuable upon such exercise would be $1,835,499,639. It is currently
anticipated that such funds would be derived from working capital.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Company is seeking to acquire Crestar pursuant to the Merger
Agreement (as defined below). The transactions reported hereunder are
intended to assist in the achievement of that purpose.
The Merger Agreement. The Company, SMR Corporation (Va.) ("Sub") and
Crestar have entered into an Agreement and Plan of Merger, dated as of July
20, 1998 (the "Merger Agreement"), pursuant to which Sub will merge with
and into Crestar (the "Merger"), with Crestar surviving the Merger as a
wholly owned subsidiary of the Company (the "Surviving Company"). At the
effective time of the Merger (the "Effective Time"), each outstanding share
of common stock, par value $5.00 per share, of Crestar ("Crestar Common
Stock") will (subject to certain limited exceptions described below) be
converted into the right to receive 0.96 of a share of Common Stock (the
"Exchange Ratio").
If the Company changes (or establishes a record date for changing) the
number of shares of Common Stock issued and outstanding as a result of a
stock split, stock dividend, recapitalization or similar transaction with
respect to the outstanding Common Stock and the record date therefor shall
be prior to the Effective Time, the Exchange Ratio will be proportionately
adjusted. As of the Effective Time, each share of Common Stock held
directly or indirectly by the Company, other than shares held in a
fiduciary capacity or in satisfaction of a debt previously contracted, will
be canceled, and no exchange or payment will be made with respect thereto.
The Merger is subject to various regulatory approvals, the approval of
the shareholders of SunTrust and the satisfaction of other terms and
conditions set forth in the Merger Agreement, including the approval of the
shareholders of the Company of the issuance of Common Stock pursuant to the
Merger Agreement.
As a result of the Merger, the Crestar Common Stock will be eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). In addition, the
Crestar Common Stock will be eligible for delisting from the New York Stock
Exchange, where it has been traded under the symbol "CF". The Company has
agreed to cause three members of Crestar's Board of Directors on the date
of the Merger Agreement (to be mutually agreed upon by the Company and
Crestar) to be elected or appointed as directors of the Company as of the
Effective Time. The Company has also agreed to elect Richard G. Tilghman,
the current Chief Executive Officer and Chairman of the Board of Crestar,
to the Board of Directors of the Company at the Effective Time.
The Option Agreement. In connection with the Merger Agreement, Crestar
and the Company entered into a Stock Option Agreement, dated as of July 20,
1998 (the "Option Agreement"). The Option Agreement is designed to enhance
the likelihood that the Merger will be successfully consummated in
accordance with the terms contemplated by the Merger Agreement. Pursuant
to the Option Agreement, the Company granted Crestar an option to purchase,
subject to adjustments in certain circumstances, up to 21,097,697 fully
paid and non-assessable shares of Common Stock (the "Option Shares") at a
price per share equal to $87.00 (as may be adjusted from time to time, the
"Option Price"). Also in connection with the Merger Agreement, the Company
and Crestar entered into a Stock Option Agreement substantially identical
to the Option Agreement providing for the grant of an option to the Company
to purchase Crestar Common Stock.
Subject to applicable law and regulatory restrictions, Crestar may
exercise the Option, in whole or in part, if, but only if, both an Initial
Triggering Event (as defined below) and a Subsequent Triggering Event (as
defined below) have occurred prior to the occurrence of an Exercise
Termination Event (as defined below), provided that written notice of such
exercise as required by the Option Agreement is provided within 90 days
following such Subsequent Triggering Event (or such later period as
provided in the Option Agreement).
As defined in the Option Agreement, "Initial Triggering Event" means any
of the following events or transactions occurring on or after the date of
the Option Agreement:
(i) The Company or any significant subsidiary, without having received
Crestar's prior written consent, shall have entered into an
agreement to engage in an Acquisition Transaction (as hereinafter
defined) with any person (the term "person" for purposes of the
Option Agreement having the meaning assigned thereto in Sections
3(a)(9) and 13(d)(3) of the Exchange Act, and the rules and
regulations thereunder) other than Crestar or any of its
subsidiaries (each a "Crestar Subsidiary"), or the board of
directors of the Company shall have recommended that the
shareholders of the Company approve or accept any Acquisition
Transaction other than as contemplated by the Merger Agreement.
For purposes of the Option Agreement, "Acquisition Transaction"
means (a) a merger, consolidation or share exchange involving the
Company or any significant subsidiary of the Company, provided,
however, that in no event shall (i) any merger, consolidation or
share exchange involving only the Company and one or more of the
subsidiaries of the Company (each a "Company Subsidiary"), or
involving only any two or more of such Company Subsidiaries, or
(ii) any merger, consolidation or share exchange (A) in which the
Company is the surviving entity, or (B) as to which the
shareholders of the Company immediately prior thereto own in the
aggregate at least 40% of the common stock of the surviving
corporation or its publicly-held parent corporation immediately
following the consummation thereof be deemed to be an Acquisition
Transaction, (b) a purchase, lease or other acquisition of all or
substantially all of the assets of the Company and its subsidiaries
taken as a whole, or (c) a purchase or other acquisition (including
by way of merger, consolidation, share exchange or otherwise) of
securities representing 20% or more of the voting power of the
Company;
(ii) The board of directors of the Company does not recommend that the
shareholders of the Company approve the Merger Agreement or
publicly withdraws or modifies, or publicly announces its intention
to withdraw or modify, in any manner adverse to Crestar, its
recommendation that its shareholders approve the Merger Agreement;
(iii) Any person other than Crestar or any Crestar Subsidiary or any
Company Subsidiary acting in a fiduciary capacity shall have
acquired beneficial ownership or the right to acquire beneficial
ownership of 20% or more of the outstanding shares of Common
Stock (the term "beneficial ownership" for purposes of the Option
Agreement having the meaning assigned thereto in Section 13(d) of
the Exchange Act, and the rules and regulations thereunder);
(iv) Any person other than Crestar or any Crestar Subsidiary shall have
made a bona fide proposal to the Company or its shareholders by
public announcement or written communication that is or becomes the
subject of public disclosure to engage in an Acquisition
Transaction;
(v) After a proposal is made by a third party to the Company or its
shareholders to engage in an Acquisition Transaction, the Company
shall have breached any covenant or obligation contained in the
Merger Agreement and such breach (x) would entitle Crestar to
terminate the Merger Agreement and (y) shall not have been cured
prior to the Notice Date (as defined below);
(vi) Any person other than Crestar or any Crestar Subsidiary, other than
in connection with a transaction to which Crestar has given its
prior written consent, shall have filed an application or notice
with the Board of Governors of the Federal Reserve System (the
"FRB") or any other federal or state bank regulatory authority,
which application or notice has been accepted for processing, for
approval to engage in an Acquisition Transaction;
(vii) The shareholders of the Company shall have voted and failed to
approve the Merger Agreement and the Merger at a meeting which
has been held for that purpose or any adjournment or postponement
thereof, or such meeting shall not have been held in violation of
the Merger Agreement or shall have been canceled prior to
termination of the Merger Agreement if, prior to such meeting (or
if such meeting shall not have been held or shall have been
canceled, prior to such termination), it shall have been publicly
announced that any person (other than Crestar or any Crestar
Subsidiary) shall have made, or disclosed an intention to make, a
proposal to engage in an Acquisition Transaction; or
(viii) Any person other than Crestar or any Crestar Subsidiary shall
have filed with the SEC a registration statement or tender offer
materials with respect to a potential exchange or tender offer
that would constitute an Acquisition Transaction.
As defined in the Option Agreement, "Subsequent Triggering Event" means
either of the following events or transactions occurring after the date of
the Option Agreement:
(i) The acquisition by any person, other than Crestar or any Crestar
Subsidiary or any Company Subsidiary acting in a fiduciary
capacity, of beneficial ownership of 25% or more of the then
outstanding Common Stock; or
(ii) The occurrence of the Initial Triggering Event described in clause
(i) above, except that the percentage referred to in clause (c)
thereof will be 25%.
As defined in the Option Agreement, "Exercise Termination Event" means
each of the following: (i) the Effective Time of the Merger; (ii)
termination of the Merger Agreement in accordance with the provisions
thereof (other than a termination resulting from a willful breach by the
Company of a provision of the Merger Agreement) if such termination occurs
prior to the occurrence of an Initial Triggering Event; or (iii) the
passage of eighteen months after termination of the Merger Agreement if
such termination follows the occurrence of an Initial Triggering Event or
is a termination by Crestar resulting from a willful breach by the Company
of a provision of the Merger Agreement.
As provided in the Option Agreement, if Crestar is entitled to and
wishes to exercise the Option, it is obligated to send to the Company a
written notice (the date of which is herein referred to as the "Notice
Date") specifying (i) the total number of shares it will purchase pursuant
to such exercise and (ii) a place and date not earlier than three business
days nor later than 60 business days from the Notice Date for the closing
of such purchase (the "Closing Date"); provided that if prior notification
to or approval of the FRB or any other governmental authority, regulatory
or administrative agency or commission, domestic or foreign (a
"Governmental Entity"), is required in connection with such purchase,
Crestar is obligated to promptly file the required notice or application
for approval and expeditiously process the same and the period of time that
otherwise would run pursuant to this sentence will run instead from the
later of (x) the date on which any required notification periods have
expired or been terminated and (y) the date on which such approvals have
been obtained and any requisite waiting period or periods shall have
passed. Any exercise of the Option will be deemed to occur on the Notice
Date relating thereto.
Certain regulatory approvals may be required before an acquisition of
Common Stock pursuant to an exercise of the Option could be completed.
Neither of the parties to the Option Agreement may assign any of its
rights or obligations under the Option Agreement or the Option created
thereunder to any other person, without the express written consent of the
other party, except that if a Subsequent Triggering Event shall have
occurred prior to an Exercise Termination Event, Crestar, subject to the
express provisions of the Option Agreement, may assign in whole or in part
its rights and obligations thereunder within 90 days following such
Subsequent Triggering Event (or such later period as may be provided
pursuant to the Option Agreement).
In addition, any shares of Common Stock purchased upon the exercise of
the Option may be resold by Crestar pursuant to registration rights under
the Option Agreement.
In the event of any change in the Common Stock by reason of stock
dividends, split-ups, mergers, recapitalizations, combinations,
subdivisions, conversions, exchanges of shares or the like, the type and
number of shares of Common Stock purchasable upon exercise of the Option
will be appropriately adjusted. Whenever the number of shares of Common
Stock purchasable upon exercise of the Option shall be adjusted as provided
in the Option Agreement, the Option Price shall be adjusted by multiplying
the Option Price by a fraction, the numerator of which shall be equal to
the number of shares of Common Stock purchasable prior to the adjustment
and the denominator of which shall be equal to the number of shares of
Common Stock purchasable after the adjustment.
At any time after the occurrence of a Repurchase Event (as defined
below) (i) at the request of the holder or holders of the Option (each, a
"Holder"), delivered prior to an Exercise Termination Event (or such later
period as provided in the Option Agreement), the Company (or any successor
thereto) must repurchase the Option from the Holder at a price (the "Option
Repurchase Price") equal to the amount by which (A) the market/offer price
(as defined below) exceeds (B) the Option Price, multiplied by the number
of shares for which the Option may then be exercised and (ii) at the
request of the owner of Option Shares from time to time (the "Owner"),
delivered prior to an Exercise Termination Event (or such later period as
provided in the Option Agreement), the Company (or any successor thereto)
must repurchase such number of the Option Shares from the Owner as the
Owner designates at a price (the "Option Share Repurchase Price") equal to
the market/offer price multiplied by the number of Option Shares so
designated.
The term "market/offer price" means the highest of (i) the price per
share of Common Stock at which a tender offer or exchange offer therefor
has been made after the date of the Option Agreement, (ii) the price per
share of Common Stock to be paid by any third party pursuant to an
agreement with the Company, (iii) the highest closing price for shares of
Common Stock within the six-month period immediately preceding the date the
Holder gives notice of the required repurchase of the Option or the Owner
gives notice of the required repurchase of Option Shares, as the case may
be, or (iv) in the event of a sale of all or substantially all of the
Company's assets, the sum of the price paid in such sale for such assets
and the current market value of the remaining assets of the Company as
determined by a nationally recognized investment banking firm selected by
the Holder or the Owner, as the case may be, divided by the number of
shares of Common Stock of the Company outstanding at the time of such sale.
In determining the market/offer price, the value of consideration other
than cash will be determined by a nationally recognized investment banking
firm selected by the Holder or Owner, as the case may be, and reasonably
acceptable to the Company, whose determination will be conclusive and
binding on all parties.
A "Repurchase Event" will be deemed to have occurred upon the occurrence
of any of the following events or transactions after the date of the Option
Agreement:
(i) the acquisition by any person (other than Crestar or any Crestar
Subsidiary) of beneficial ownership of 50% or more of the then
outstanding Common Stock; or
(ii) the consummation of any Acquisition Transaction, (except that the
percentage referred to in clause (c) of the definition of
"Acquisition Transaction" shall be 50% for these purposes).
If, prior to an Exercise Termination Event, the Company enters into an
agreement (i) to consolidate with or merge into any person, other than
Crestar or one of its subsidiaries, and shall not be the continuing or
surviving corporation of such consolidation or merger, (ii) to permit any
person, other than Crestar or one of its subsidiaries, to merge into the
Company and the Company is the continuing or surviving corporation, but, in
connection with such merger, the then outstanding shares of Common Stock
are changed into or exchanged for stock or other securities of any other
person or cash or any other property or the then outstanding shares of
Common Stock shall after such merger represent less than 50% of the
outstanding shares and share equivalents of the merged company, or (iii) to
sell or otherwise transfer all or substantially all of its assets to any
person, other than Crestar or one of its subsidiaries, then, and in each
such case, the agreement governing such transaction must make proper
provision so that the Option shall, upon the consummation of any such
transaction and upon the terms and conditions set forth in the Option
Agreement, be converted into, or exchanged for, an option, at the election
of the Holder, of either (x) the Acquiring Corporation (as defined in the
Option Agreement) or (y) any person that controls the Acquiring
Corporation.
Each of the Option Agreement and the Merger Agreement is an exhibit to
this Schedule 13D and is incorporated herein by reference. The foregoing
summaries of the Merger Agreement and the Stock Option Agreement are not
intended to be complete and are qualified in their entirety by reference to
such exhibits.
Except as set forth in this Item 4, the Merger Agreement or the Option
Agreement, neither Crestar nor, to the best of Crestar's knowledge, any of
the individuals named in Schedule I hereto, has any plans or proposals
which relate to or which would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a)-(b) Crestar may be deemed to be the beneficial owner of the Option
Shares. As provided in the Option Agreement, Crestar may exercise the
Option only upon the occurrence of one or more events, none of which has
occurred. See Item 4 hereof. If the Option were exercised in full, the
Option Shares would represent approximately 9.01% of the currently
outstanding Common Stock (after giving effect to the issuance of such
Option Shares). Crestar has no right to vote or dispose of the shares of
Common Stock subject to the Option unless and until such time as the Option
is exercised. If Crestar were to exercise the Option, it would have sole
power to vote and, subject to the terms of the Option Agreement, sole power
to direct the disposition of the shares of Common Stock covered thereby.
Except for the foregoing, neither Crestar nor, to the best knowledge of
Crestar, any of the persons listed in Schedule I hereto, beneficially owns
any shares of Common Stock.
(c) Neither Crestar nor, to the best knowledge of Crestar, any of the
persons listed in Schedule I hereto has effected any transactions in Common
Stock during the past 60 days.
(d) So long as Crestar has not purchased Common Stock subject to
the Option, Crestar does not have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, any
of the Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE COMPANY.
Except as described in Item 4 and Item 5 hereof or as otherwise
contemplated by the Merger Agreement, neither Crestar nor, to the best of
its knowledge, any of the persons listed on Schedule I hereto has any
contract, arrangement, understanding or relationship with any other person
with respect to any securities of the Company, including the transfer or
voting of any securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
2.1 Agreement and Plan of Merger, dated as of July 20, 1998, by
and among SunTrust Banks, Inc., SMR Corporation (Va.) and
Crestar Financial Corporation.
99.1 Stock Option Agreement, dated as of July 20, 1998, between
SunTrust Banks, Inc. and Crestar Financial Corporation.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
Dated: July 30, 1998
CRESTAR FINANCIAL CORPORATION
By: /s/ Linda F. Rigsby
_________________________
Name: Linda F. Rigsby
Title: Senior Vice President,
Deputy General Counsel
and Secretary
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
CRESTAR FINANCIAL CORPORATION
The names, business addresses and present principal occupations of the
directors and executive officers of Crestar Financial Corporation are set
forth below. If no business address is given, the director's or officer's
business address is 919 East Main Street, Richmond, Virginia 23261-6665.
The business address of each of the directors of Crestar Financial
Corporation is also the business address of such director's employer, if
any. Directors of Crestar Financial Corporation are identified by an
asterisk. Unless otherwise indicated, all directors and officers listed
below are citizens of the United States.
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND ADDRESS
J. Carter Fox* Retired Chairman
Chesapeake Corporation
P.O. Box 2350
Richmond, VA 23218
Charles R. Longsworth* Chairman Emeritus
The Colonial Williamsburg Foundation
P.O. Box 1776
Williamsburg, VA 23187
Patrick J. Maher* Chairman
Washington Gas Light Company
1100 H Street, N.W.
Washington, DC 20080
Frank E. McCarthy* President
National Automobile Dealers Association
8400 Westpark Drive
McLean, VA 22102
Adm. Paul D. Miller, President
(Ret. USN)* Litton/Sperry Marine, Inc.
1070 Seminole Trail
Charlottesville, VA 22901
G. Gilmer Minor, III* Chairman, President & Chief Executive Officer
Owens & Minor, Inc.
P.O. Box 27626
Richmond, VA 23261
Gordon F. Rainey* Partner
Hunton & Williams
951 East Byrd Street
Richmond, VA 23219
Dr. Frank S. Royal* Member & President
Frank S. Royal, M.D., P.C.
1122 North 25th Street, Suite A
Richmond, VA 23233
Alfred H. Smith, Jr.* Partner
A.H. Smith Associates, L.P.
5450 Branchville Road
Branchville, MD 20740
Jeffrey R. Springer* President & Chief Executive Officer
Midlantic Investments, LLC
13000 Dulaney Valley Road
Glen Arm, MD 21057
Richard G. Tilghman* Chairman & Chief Executive Officer
Crestar Financial Corporation
919 East Main Street
Richmond, VA 23219
Dr. Eugene P. Trani* President
Virginia Commonwealth University
910 West Franklin Street
Richmond, VA 23284
L. Dudley Walker* Chairman
Bassett-Walker, Inc.
P.O. Box 5423
Martinsville, VA 24115
James M. Wells, III* President & Chief Operating Officer
Crestar Financial Corporation
919 East Main Street
Richmond, VA 23219
Robert C. Wilburn* President
The Colonial Williamsburg Foundation
124 N. Henry Street
Williamsburg, VA 23185
Karen Hastie Williams* Partner
Crowell & Moring
1001 Pennsylvania Avenue, N.W.
Washington, DC 20004
James D. Barr Group Executive Vice President
Controller & Treasurer
Thomas M. Eckis Corporate Executive Vice President
Corporate Banking Head
William M. Ginther Corporate Executive Vice President
Technology & Operations
C. Garland Hagen Corporate Executive Vice President
Corporate Development & Funds
Management
Charles T. Hill Corporate Executive Vice President
Senior Credit Officer
Richard F. Katchuk Corporate Executive Vice President
Chief Financial Officer
James J. Kelley Group Executive Vice President
Management Resources
Craig J. Kelly Group Executive Vice President
Strategic Marketing
Richard G. Tilghman Chairman & Chief Executive Officer
James M. Wells, III President & Chief Operating Officer
EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of July 20,
1998, by and among SunTrust Banks, Inc., SMR
Corporation (Va.) and Crestar Financial Corporation
(incorporated by reference to Exhibit 2.1 to Crestar
Financial Corporation's Current Report on Form 8-K
dated July 22, 1998).
99.1 Stock Option Agreement, dated as of July 20, 1998,
between SunTrust Banks, Inc. and Crestar Financial
Corporation (incorporated by reference to Exhibit 99.2
to Crestar Financial Corporation's Current Report on
Form 8-K dated July 22, 1998).
