UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Scientific Atlanta, Inc.
Common
80865510
Check the following box if a fee is being paid with this statement ( ).
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
give percent or less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP NO. 80865510 13G
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SunTrust Banks, Inc. as Parent Holding Company for: SunTrust Banks
of Florida, Inc. as Parent Holding Company; SunTrust Banks of Georgia,
Inc. as Parent Holding Company for SunTrust Bank, Atlanta as Parent
Company for Trusco Capital Management, Inc. and in various fiduciary
capacities.
58-1575035
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) _______
(B) _______
- ------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
- ----------------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER
SHARES 2,404,887
---------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 14,868
---------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 4,528,202
---------------------------------------------
PERSON 8. SHARED DISPOSITIVE POWER
WITH 44,358
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,573,260
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.99%
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12. TYPE OF REPORTING PERSON*
HC, BK and IA
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Item 1(a) Name of Issuer:
- --------- --------------
Scientific Atlanta, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
- --------- -----------------------------------------------
One Technology Parkway South
Norcross, Georgia 30092-2967
Item 2(a) Name of Person Filing:
- --------- ---------------------
SunTrust Banks, Inc. as Parent Holding Company for SunTrust
Banks of Florida, Inc. as Parent Holding Company; SunTrust
Banks of Georgia, Inc. as Parent Holding Company; SunTrust
Bank, Atlanta as Parent Company for Trusco Capital Management,
Inc. as Parent Holding Company and in various fiduciary
capacities.
Item 2(b) Address of Principal Business Office(s):
- --------- ---------------------------------------
25 Park Place, N.E.
Atlanta, Georgia 30303
Item 2(c) Citizenship:
- --------- -----------
SunTrust Banks, Inc. is a Georgia corporation; SunTrust Banks
of Florida, Inc. is a Florida corporation; SunTrust Banks of
Georgia, Inc. is a Georgia corporation; SunTrust Bank, Atlanta
is a Georgia banking association; Trusco Capital Management, Inc.
is a registered investment adviser and a Georgia corporation.
Item 2(d) Title of Class of Securities:
- --------- ----------------------------
Common
Item 2(e) CUSIP Number:
- --------- ------------
80865510
Item 3 Type of Person:
- ------ --------------
(b) Bank as defined in section 3(a)(6) of the Act.
(e) Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940.
(g) Parent holding company, in accordance with para. 240,13d-
1(1)(ii)(H).
Item 4 Ownership:
- ------ ---------
Amount Beneficially Owned. 4,573,260
(b) Percent of Class: 5.99%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: 2,404,887
(ii) Shared power to vote or to direct the vote: 14,868
(iii) Sole power to dispose or to direct the disposition of:
4,528,202
(iv) Shared power to dispose or the direct the disposition
of: 44,358
Item 5 Ownership of Five Percent or Less of Class:
- ------ ------------------------------------------
Not Applicable
Item 6 Ownership of More than 5 Percent of Behalf of Another Person:
- ------ ------------------------------------------------------------
See Exhibit B
Item 7 Identification and Classification of the Subsidiary Which
- ------ Acquired the Security Being Reported on By the Parent Holding
Company:
------------------------------------------------------------
See Item 2 and Exhibit C
Item 8 Identification and Classification of Members of the Group:
- ------ ---------------------------------------------------------
Not Applicable
Item 9 Notice of Dissolution of Group:
- ------ ------------------------------
Not Applicable
Item 10 Certification:
- ------- -------------
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature:
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: January 23, 1996
SunTrust Banks, Inc.
By /s/ Cynthia S. Walker
-------------------------
Cynthia S. Walker, Operations Officer
STI Trust & Investment Operations, Inc. as agent for
SunTrust Banks, Inc.
EXHIBIT A
The shares reported are held by one or more bank subsidiaries of
SunTrust Banks, Inc., in various fiduciary and agency capacities.
SunTrust Banks, Inc. and such subsidiaries disclaim by beneficial
interest in any of the shares reported, and the filing of this
statement shall not be construed as an admission to the contrary.
Certain of the shares included in shared voting authority are held in
agency accounts and co-fiduciary accounts and co-fiduciary accounts
in nominee registration. These are voted by the banks under revocable
authority of trust accounts and therefore, are reported as shared
voting authority.
EXHIBIT B
Various co-trustees share the power to direct distribution of income
including dividends and the proceeds from sale of securities.
Additionally, various beneficiaries have the right to receive
dividends.
EXHIBIT C
Sole Shared Sole Shared
Voting Voting Power to Power to
Name of Person Filing Power Power Dispose Dispose
SunTrust Banks of Georgia, Inc.
as Parent Holding Company for:
- -------------------------------
SunTrust Bank, Atlanta 132,073 12,368 991,378 18,668
and in Various
Fiduciary Capacities
25 Park Place, N.E.
Atlanta, Georgia 30303
SunTrust Bank, Northeast -0- -0- -0- 200
Georgia, N. A. and
in Various Fiduciary Capacities
101 North Lumpkin St.
Athens, Georgia 30613
SunTrust Bank, Northwest 1,236 -0- 1,236 -0-
Georgia, N. A. and in Various
Fiduciary Capacities
100 East Second Ave.
Rome, Georgia 30161
SunTrust Bank, Middle 4,200 -0- -0- 4,200
Georgia, N. A. and in Various
Fiduciary Capacities
606 Cherry St.
Macon, Georgia 31201
SunTrust Banks of Florida, Inc.
as Parent Holding Company for:
- -------------------------------
SunTrust Bank, Central Florida, 78,983 1,000 109,878 2,505
N.A. and in Various Fiduciary
Capacities
200 South Orange
Orlando, Florida 32801
SunTrust Bank,South Florida, 30,150 1,250 18,100 13,300
N.A. and in Various Fiduciary
Capacities
501 E. Las Olas Blvd.
Ft. Lauderdale, Florida 33301
SunTrust Bank, Tampa Bay and 5,635 -0- 4,850 785
in Various Fiduciary Capacities
315 East Madison St.
Tampa, Florida 33602
STI Capital Management, 2,115,700 -0- 3,352,600 -0-
N. A. and in Various Fiduciary
Capacities
200 South Orange Ave.
Orlando, Florida 32801
SunTrust Bank, Gulf Coast 6,100 -0- 4,600 1,500
and in various fiduciary
capacities
1777 Main Street
Sarasota, Florida 34236
SunTrust Bank, North Central 4,800 -0- 4,800 -0-
Florida and in various
fiduciary capacities
203 E. Silver Springs Blvd.
Ocala, Florida 34470
SunTrust Bank, East Central 500 -0- 500 -0-
Florida and in various fiduciary
capacities
120 S. Ridgewood Avenue
Daytona Beach, Florida 32114
SunTrust Bank, Southwest Florida 11,060 250 9,410 1,700
and in various fiduciary
capacities
12730 New Brittany Blvd.
Fort Myers, Florida 33907
SunTrust Bank, Treasure Coast, 2,500 -0- 2,000 500
N.A. and in various fiduciary
capacities
111 Orange Avenue
Fort Pierce, Florida 34950
SunTrust Bank, West Florida 1,000 -0- 1,000 -0-
and in various fiduciary
capacities
220 W. Garden Street
Pensacola, Florida 32501
Shares Beneficially Owned 4,573,260
SunTrust Banks, Inc.
25 Park Place, N.E.
Atlanta, Georgia 30303
January 23, 1996
Ladies and Gentlemen:
There is hereby transmitted for filing pursuant to Section 13(g) of
the Securities Exchange Act of 1934 and Rule 13G thereunder a
Schedule 13G relating to beneficial ownership by SunTrust Banks,
Inc. and its subsidiaries of shares of Scientific Atlanta, Inc.
Common Stock.
A paper copy of this filing is also being forwarded to you.
Please call the undersigned at (404) 581-1475 if you have any questions.
Sincerely,
/s/ Cynthia S. Walker
- ---------------------
Cynthia S. Walker
Operations Officer
STI Trust & Investment Operations, Inc. as agent for SunTrust Banks, Inc.
c: Scientific Atlanta, Inc.
New York Stock Exchange
