SUNTRUST BANKS INC
S-3, 1996-08-14
NATIONAL COMMERCIAL BANKS
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<PAGE>   1
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 1996
 
                                           REGISTRATION STATEMENT NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------
 
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------
 
                              SUNTRUST BANKS, INC.
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                                <C>
                      GEORGIA                                          58-1575035
          (State or other jurisdiction of                           (I.R.S. employer
          incorporation or organization)                           identification no.)
</TABLE>
 
                           303 PEACHTREE STREET, N.E.
                             ATLANTA, GEORGIA 30308
                                  404-588-7711
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
 
                            RAYMOND D. FORTIN, ESQ.
                             SENIOR VICE PRESIDENT
                              SUNTRUST BANKS, INC.
                           303 PEACHTREE STREET, N.E.
                             ATLANTA, GEORGIA 30308
                                  404-588-7165
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                             ---------------------
                              COPIES REQUESTED TO:
 
<TABLE>
<S>                                                <C>
                 JEFFREY M. STEIN                                 WILLIAM S. RUBENSTEIN
                  KING & SPALDING                         SKADDEN, ARPS, SLATE, MEAGHER & FLOM
            191 PEACHTREE STREET, N.E.                              919 THIRD AVENUE
            ATLANTA, GEORGIA 30303-1763                         NEW YORK, NEW YORK 10022
                   404-572-4600                                       212-735-3000
</TABLE>
 
                             ---------------------
        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
   From time to time after the effective date of this Registration Statement.
                             ---------------------
 
    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.  / /
 
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box.  /X/
 
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  / /
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  / /
 
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  / /
                             ---------------------
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
                                              PROPOSED MAXIMUM PROPOSED MAXIMUM
   TITLE OF EACH CLASS OF        AMOUNT TO     OFFERING PRICE      AGGREGATE        AMOUNT OF
 SECURITIES TO BE REGISTERED   BE REGISTERED     PER UNIT(2)   OFFERING PRICE(2) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------
<S>                            <C>                   <C>         <C>                <C>
Debt Securities..............  $300,000,000(1)       100%        $300,000,000       $103,449
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
 
(1) Plus such additional principal amount as may be necessary such that, if Debt
    Securities are issued with an original issue discount, the aggregate initial
    offering price of all Debt Securities will equal $300,000,000.
(2) Estimated pursuant to Rule 457 under the Securities Act of 1933, solely for
    the purpose of calculating the registration fee.
                             ---------------------
    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
                             ---------------------
    PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
INCLUDED IN THIS REGISTRATION STATEMENT IS A COMBINED PROSPECTUS RELATING ALSO
TO REGISTRATION STATEMENT NO. 333-01719 PREVIOUSLY FILED BY THE REGISTRANT ON
FORM S-3 AND DECLARED EFFECTIVE ON MARCH 21, 1996. THIS REGISTRATION STATEMENT,
WHICH IS A NEW REGISTRATION STATEMENT, ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT
NO. 1 TO REGISTRATION STATEMENT NO. 333-01719, AND SUCH POST-EFFECTIVE AMENDMENT
NO. 1 SHALL HEREAFTER BECOME EFFECTIVE CONCURRENTLY WITH THE EFFECTIVENESS OF
THIS REGISTRATION STATEMENT AND IN ACCORDANCE WITH SECTION 8(C) OF THE
SECURITIES ACT OF 1933.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2
 
     Information contained herein is subject to completion or amendment.
     Registration statements relating to these securities have been filed with
     the Securities and Exchange Commission. These securities may not be sold
     nor may offers to buy be accepted prior to the time such registration
     statements become effective. This prospectus shall not constitute an offer
     to sell or the solicitation of an offer to buy nor shall there be any sale
     of these securities in any State in which such offer, solicitation or sale
     would be unlawful prior to registration or qualification under the
     securities laws of any such State.
 
                 SUBJECT TO COMPLETION -- DATED AUGUST 14, 1996
 
PROSPECTUS
 
                                  $500,000,000
 
                              SUNTRUST BANKS, INC.
                                DEBT SECURITIES
 
                             ---------------------
 
     SunTrust Banks, Inc., a Georgia corporation (the "Corporation"), from time
to time may offer and sell debt securities consisting of debentures, notes or
other evidences of indebtedness in one or more series in an aggregate initial
offering price not to exceed $500,000,000 or its equivalent based on the
applicable exchange rate at the time of the offering if denominated in foreign
currencies (the "Debt Securities"). The Debt Securities may be unsecured and
unsubordinated Debt Securities (the "Senior Debt Securities") or unsecured and
subordinated Debt Securities (the "Subordinated Debt Securities"). The Debt
Securities may be offered as separate series in amounts, at maturities, at
prices and on terms to be determined at the time of the sale as set forth in the
applicable prospectus supplement to this Prospectus (each, a "Prospectus
Supplement"). Although the aggregate initial offering price of the Debt
Securities is limited as set forth above, the respective indentures pursuant to
which the Senior Debt Securities and the Subordinated Debt Securities are to be
issued do not contain any limitation on the aggregate principal amount of the
debt securities covered thereby. The Senior Debt Securities when issued will
rank on a parity with all other unsecured and unsubordinated indebtedness of the
Corporation, and the Subordinated Debt Securities will be unsecured and will be
subordinate to Senior Indebtedness of the Corporation and, under certain
circumstances, to Additional Senior Obligations of the Corporation, each as
defined herein. Payment of principal of the Subordinated Debt Securities may be
accelerated only in the case of the bankruptcy of the Corporation. There is no
right of acceleration in the case of a default in the payment of the principal
of, or any premium or interest on, the Subordinated Debt Securities or in the
performance of any covenant or agreement of the Corporation. See "Description of
the Debt Securities."
 
     When a particular series of Debt Securities is offered, a Prospectus
Supplement will be delivered setting forth the terms of such Debt Securities,
including the specific designation, aggregate principal amount, denominations,
maturity, premium, if any, interest rate (which may be fixed or variable) and
time of payment of interest, if any, terms for redemption at the option of the
Corporation or the holder, if any, terms for sinking fund payments, if any,
subordination terms, if any, and any other terms of such Debt Securities, or
otherwise in connection with the offering and sale of the Debt Securities in
respect of which the Prospectus Supplement is being delivered. In addition, the
Prospectus Supplement will set forth the initial public offering price, the
names of any underwriters or agents, the principal amounts, if any, to be
purchased by underwriters, the compensation of such underwriters and agents, if
any, and the net proceeds to the Corporation. The Debt Securities of a series
may be issued in definitive registered form without coupons ("Registered
Securities") or in the form of one or more book-entry securities in registered
form ("Book-Entry Securities").
 
     The Debt Securities may be sold directly by the Corporation to the public
or through agents designated from time to time, through underwriting syndicates
led by one or more managing underwriters or through one or more underwriters
acting alone. If the Corporation, directly or through agents, solicits offers to
purchase the Debt Securities, the Corporation reserves the sole right to accept
and, together with its agents, to reject in whole or in part any proposed
purchase of Debt Securities. See "Plan of Distribution." Any underwriters,
dealers or agents participating in the offering may be deemed "underwriters"
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act"). See "Plan of Distribution" for possible indemnification arrangements for
underwriters, agents and their controlling persons.
 
     THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE THE SALE OF DEBT SECURITIES
UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT. THE DEBT SECURITIES WILL BE
UNSECURED OBLIGATIONS OF THE CORPORATION, WILL NOT BE SAVINGS ACCOUNTS, DEPOSITS
OR OTHER OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF THE CORPORATION, AND
WILL NOT BE INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK
INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY.
 
     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
 
                             ---------------------
 
                THE DATE OF THIS PROSPECTUS IS AUGUST   , 1996.
<PAGE>   3
 
                             AVAILABLE INFORMATION
 
     The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549 and at the Commission's
Regional Offices in New York (13th Floor, 7 World Trade Center, New York, New
York 10048) and Chicago (Suite 1400, 500 West Madison Street, Chicago, Illinois
60661-2511). The Commission also maintains a Web site at http://www.sec.gov.
which contains reports, proxy statements and other information regarding
registrants that file electronically with the Commission. In addition, such
reports, proxy statements and other information concerning the Corporation can
be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005. This Prospectus does not contain all the information set
forth in the Registration Statements on Form S-3 of which this Prospectus is a
part (together with all exhibits and amendments, the "Registration Statements"),
which the Corporation has filed with the Commission under the Securities Act and
to which reference is hereby made.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The Corporation hereby incorporates by reference in this Prospectus the
following reports filed with the Commission pursuant to the Exchange Act: (a)
its Annual Report on Form 10-K for the year ended December 31, 1995, (b) its
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996 and June
30, 1996, and (c) its Report on Form 8-K, dated February 12, 1996.
 
     All documents filed by the Corporation pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering of the Debt Securities offered hereby shall be
deemed to be incorporated by reference into this Prospectus and shall be deemed
a part hereof from the respective dates of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
 
     The Corporation will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents incorporated by reference herein,
except for exhibits to such documents unless such exhibits are specifically
incorporated by reference into such documents. Written requests should be sent
to: James C. Armstrong, First Vice President -- Investor Relations, SunTrust
Banks, Inc., 303 Peachtree Street, N.E., Atlanta, Georgia 30308. Telephone
requests may be directed to 404-588-7425.
 
                                THE CORPORATION
 
     The Corporation is a regional bank holding company headquartered at 303
Peachtree Street, N.E., Atlanta, Georgia 30308, telephone number 404-588-7711.
The three principal subsidiaries of the Corporation are SunTrust Banks of
Florida, Inc., headquartered in Orlando, Florida ("STB of Florida"), SunTrust
Banks of Georgia, Inc., headquartered in Atlanta, Georgia ("STB of Georgia"),
and SunTrust Banks of Tennessee, Inc., headquartered in Nashville, Tennessee
("STB of Tennessee").
 
     The Corporation, through its subsidiary banks (the "Subsidiary Banks"),
conducts a broad range of commercial banking activities, including accepting
demand, time and savings deposits, making both secured and unsecured business
and consumer loans and leases, extending commercial lines of credit, issuing and
servicing credit cards and certain other types of revolving credit accounts,
providing commercial factoring services, cash management services, investment
counseling, safe deposit services, personal and corporate trust and other
fiduciary services and engaging in leasing, mortgage banking, correspondent
banking, international banking, investment banking, trading in U.S. government
securities and municipal bonds and underwriting certain types of general
obligation municipal bonds.
 
                                        2
<PAGE>   4
 
                                USE OF PROCEEDS
 
     The Corporation currently intends to use the net proceeds from the sale of
any Debt Securities for general corporate purposes, which may include reduction
of short-term indebtedness, including commercial paper, repayment of long-term
indebtedness, repurchase of equity securities (including repurchases by the
Corporation of its common stock pursuant to its ongoing stock repurchase
program), investments at the holding company level, investments in, or
extensions of credit to, its banking and other subsidiaries and other banks and
companies engaged in other financial service activities, possible acquisitions
and such other purposes as may be stated in any Prospectus Supplement. Pending
such use, the net proceeds may be temporarily invested. The precise amounts and
timing of the application of proceeds will depend upon the funding requirements
of the Corporation and its subsidiaries and the availability of other funds.
Except as may be described in any Prospectus Supplement, specific allocations of
the proceeds to such purposes will not have been made at the date of such
Prospectus Supplement.
 
                CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
 
     The following table presents the consolidated ratio of earnings to fixed
charges of the Corporation. The consolidated ratio of earnings to fixed charges
has been computed by dividing net income plus all applicable income taxes plus
fixed charges by fixed charges. Fixed charges represent interest expense (ratios
are presented both including and excluding interest on deposits), and the
portion of net rental expense which is deemed to be equivalent to interest on
long-term debt. Interest expense (other than on deposits) includes interest on
long-term debt, federal funds purchased and securities sold under agreements to
repurchase, mortgages, commercial paper and other funds borrowed.
 
<TABLE>
<CAPTION>
                                              SIX MONTHS
                                                ENDED
                                               JUNE 30,            YEAR ENDED DECEMBER 31,
                                             ------------    ------------------------------------
                                             1996    1995    1995    1994    1993    1992    1991
                                             ----    ----    ----    ----    ----    ----    ----
    <S>                                      <C>     <C>     <C>     <C>     <C>     <C>     <C>
    Including interest on deposits.........  1.61    1.63    1.61    1.83    1.87    1.58    1.35
    Excluding interest on deposits.........  3.41    3.36    3.20    4.24    5.07    4.70    3.45
</TABLE>
 
                                        3
<PAGE>   5
 
                       CERTAIN REGULATORY CONSIDERATIONS
 
     The following discussion sets forth certain of the elements of the
comprehensive regulatory framework applicable to bank holding companies and
banks and provides certain specific information relevant to the Corporation and
its subsidiaries. Federal and state regulation of financial institutions such as
the Corporation and the Subsidiary Banks is intended primarily for the
protection of depositors and the Federal deposit insurance funds rather than
shareholders or other creditors.
 
GENERAL
 
     As a bank holding company, the Corporation is subject to the regulation and
supervision of the Federal Reserve Board. The Corporation's Subsidiary Banks are
subject to regulation, supervision and examination by applicable state and
federal banking agencies, including the Federal Reserve Board, the Office of the
Comptroller of the Currency (the "Comptroller") and the Federal Deposit
Insurance Corporation (the "FDIC").
 
     The federal banking agencies have broad enforcement powers over depository
institutions, including the power to terminate deposit insurance, to impose
substantial fines and other civil and criminal penalties, and to appoint a
conservator or receiver if any of a number of conditions are met. The federal
banking agencies also have broad enforcement powers over bank holding companies,
including the power to impose substantial fines and other civil and criminal
penalties.
 
     Almost every aspect of the operations and financial condition of the
Subsidiary Banks is subject to extensive regulation and supervision and to
various requirements and restrictions under federal and state law, including
requirements governing capital adequacy, liquidity, earnings, dividends,
reserves against deposits, management practices, branching, loans, investments,
and the provision of services. Various consumer protection laws and regulations
also affect the operations of the Subsidiary Banks. The activities and
operations of the Corporation also are subject to extensive federal supervision
and regulation which, among other things, limit non-banking activities, impose
minimum capital requirements and require approval to acquire more than 5% of any
class of voting shares or substantially all of the assets of a bank or other
company. In addition to the impact of regulation, banks and bank holding
companies may be significantly affected by legislation, which can change banking
statutes in substantial and unpredictable ways, and by the actions of the
Federal Reserve Board as it attempts to control the money supply and credit
availability in order to influence the economy.
 
PAYMENT OF DIVIDENDS AND OTHER RESTRICTIONS
 
     The Corporation is a legal entity separate and distinct from its
subsidiaries, including the Subsidiary Banks. There are various legal and
regulatory limitations under federal and state law on the extent to which the
Corporation's subsidiaries, including its bank and bank holding company
subsidiaries, can finance or otherwise supply funds to the Corporation.
 
     The principal source of the Corporation's cash revenues is dividends from
its subsidiaries and there are certain limitations under federal, Georgia,
Florida, Tennessee and Alabama law on the payment of dividends by such
subsidiaries. The prior approval of the Federal Reserve Board or the
Comptroller, as the case may be, is required if the total of all dividends
declared by any state member bank of the Federal Reserve System or any national
banking association in any calendar year exceeds the bank's net profits (as
defined) for that year combined with its retained net profits for the preceding
two calendar years, less any required transfers to surplus or a fund for the
retirement of any preferred stock. In addition, a dividend may not be paid if a
bank's losses equal or exceed its net profits, and a dividend may not be paid in
excess of a bank's net profits after deduction of losses and bad debts in excess
of the allowance for loan and lease losses. The relevant federal and state
regulatory agencies also have authority to prohibit a state member bank or bank
holding company, which would include STB of Florida, STB of Georgia and STB of
Tennessee, or a national banking association from engaging in what, in the
opinion of such regulatory body, constitutes an unsafe or unsound practice in
conducting its business. The payment of dividends could, depending upon the
financial condition of the subsidiary, be deemed to constitute such an unsafe or
unsound practice.
 
                                        4
<PAGE>   6
 
     Under Georgia law (which would apply to any payment of dividends by the
Corporation's largest subsidiary, SunTrust Bank, Atlanta, to STB of Georgia) the
prior approval of the Georgia Commissioner of Banking and Finance is required
before any cash dividends may be paid by a state bank if: (i) total classified
assets at the most recent examination of such bank exceed 80% of the equity
capital (as defined, which includes the reserve for loan losses) of such bank;
(ii) the aggregate amount of dividends declared or anticipated to be declared in
the calendar year exceeds 50% of the net profits (as defined) for the previous
calendar year; or (iii) the ratio of equity capital to adjusted total assets is
less than 6%.
 
     Retained earnings of the Corporation's banking subsidiaries available for
payment of cash dividends under all applicable regulations without obtaining
governmental approval were approximately $427 million as of June 30, 1996.
 
     In addition, the Subsidiary Banks and their subsidiaries are subject to
limitations under Sections 23A and 23B of the Federal Reserve Act with respect
to extensions of credit to, investments in, and certain other transactions with,
the Corporation and its other subsidiaries. Furthermore, such loans and
extensions of credit, as well as certain other transactions, are also subject to
various collateral requirements.
 
CAPITAL ADEQUACY
 
     The federal bank regulatory agencies have adopted minimum risk-based and
leverage capital guidelines for United States banking organizations. The minimum
required risk-based capital ratio of qualifying total capital to risk-weighted
assets (including certain off-balance-sheet items, such as standby letters of
credit) is 8%, of which 4% must consist of Tier 1 capital. As of June 30, 1996,
the Company's total risk-based capital ratio was 10.60%, including 7.86% of Tier
1 capital. The minimum required leverage capital ratio (Tier 1 capital to
average total assets) is 3% for banking organizations that meet certain
specified criteria, including that they have the highest regulatory rating. As
of June 30, 1996, the Company's leverage capital ratio was 6.58%. Higher
risk-based and leverage ratios may apply to banking organizations under certain
circumstances.
 
     Failure to meet capital guidelines can subject a banking organization to a
variety of enforcement remedies, including additional substantial restrictions
on its operations and activities, termination of deposit insurance by the FDIC,
and under certain conditions the appointment of a receiver or conservator.
 
     Federal banking regulations establish five capital categories for
depository institutions ("well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized" and "critically
undercapitalized"), and impose significant restrictions on the operations of an
institution that is not at least adequately capitalized. Under certain
circumstances, an institution may be downgraded to a category lower than that
warranted by its capital levels, and subjected to the supervisory restrictions
applicable to institutions in the lower capital category. A depository
institution is generally prohibited from making capital distributions (including
paying dividends) or paying management fees to a holding company if the
institution would thereafter be undercapitalized. Adequately capitalized
institutions may accept brokered deposits only with a waiver from the FDIC and
are subject to restrictions on the interest rates that can be paid on such
deposits. Undercapitalized institutions may not accept, renew, or roll over
brokered deposits.
 
     An undercapitalized depository institution is also subject to restrictions
in a number of areas, including asset growth, acquisitions, branching, new lines
of business, and borrowing from the Federal Reserve System. In addition, an
undercapitalized depository institution is required to submit a capital
restoration plan. A depository institution's holding company must guarantee the
capital plan up to an amount equal to the lesser of 5% of the depository
institution's assets at the time it becomes undercapitalized or the amount
needed to restore the capital of the institution to the levels required for the
institution to be classified as adequately capitalized at the time the
institution fails to comply with the plan and any such guarantee would be
entitled to a priority of payment in bankruptcy. A depository institution is
treated as if it is significantly undercapitalized if it fails to submit a
capital plan that is based on realistic assumptions and is likely to succeed in
restoring the depository institution's capital.
 
     Significantly undercapitalized depository institutions may be subject to a
number of additional significant requirements and restrictions, including
requirements to sell sufficient voting stock to become adequately
 
                                        5
<PAGE>   7
 
capitalized, to replace or improve management, to reduce total assets, to cease
acceptance of correspondent bank deposits, to restrict senior executive
compensation and to limit transactions with affiliates. Critically
undercapitalized depository institutions are further subject to restrictions on
paying principal or interest on subordinated debt, making investments,
expanding, acquiring or selling assets, extending credit for highly-leveraged
transactions, paying excessive compensation, amending their charters or bylaws
and making any material changes in accounting methods. In general, a receiver or
conservator must be appointed for a depository institution within 90 days after
the institution is deemed to be critically undercapitalized.
 
SUPPORT OF SUBSIDIARY BANKS
 
     Under Federal Reserve Board policy, the Corporation is expected to act as a
source of financial strength to, and to commit resources to support, each of the
Subsidiary Banks. This support may be required at times when, absent such
Federal Reserve Board policy, the Corporation may not be inclined to provide it.
In the event of a bank holding company's bankruptcy, any commitment by the bank
holding company to a federal bank regulatory agency to maintain the capital of a
subsidiary bank will be assumed by the bankruptcy trustee and entitled to a
priority of payment.
 
     A depository institution insured by the FDIC can be held liable for any
loss incurred by, or reasonably expected to be incurred by, the FDIC in
connection with the default of a commonly controlled FDIC-insured depository
institution or any assistance provided by the FDIC to any commonly controlled
FDIC-insured depository institution "in danger of default". "Default" is defined
generally as the appointment of a conservator or receiver and "in danger of
default" is defined generally as the existence of certain conditions indicating
that a default is likely to occur in the absence of regulatory assistance.
Liability for the losses of commonly-controlled depository institutions can lead
to the failure of some or all depository institutions in a holding company
structure, if the remaining institutions are unable to pay the liability
assessed by the FDIC. Any obligation or liability owed by a subsidiary bank to
its parent company or to an affiliate of the subsidiary bank is subordinate to
the subsidiary bank's cross-guarantee liability for losses of
commonly-controlled depository institutions.
 
FDIC INSURANCE ASSESSMENTS
 
     Effective January 1, 1996, the FDIC amended its regulations on insurance
assessments to establish a new assessment rate schedule of $.00 to $.27 per $100
of deposits (subject to a minimum assessment of $2,000 per institution per year)
in replacement of the previous schedule of $.04 to $.31 per $100 of deposits for
institutions whose deposits are subject to assessment by the Bank Insurance Fund
("BIF"). The FDIC has maintained an assessment rate schedule of $.23 to $.31 per
$100 of deposits for the institutions whose deposits are subject to assessment
by the Savings Association Insurance Fund ("SAIF"). Legislation has been
proposed from time to time which, among other things, would reduce the SAIF
assessment rate schedule, impose a one-time special assessment charge on SAIF
deposits and, possibly, result in higher insurance premiums for BIF-assessed
deposits. The amount of any assessment or rate reduction will depend on
enactment of final legislation. The Corporation cannot predict whether any such
legislation will be enacted or the form of any final legislation. As of June 30,
1996, the Corporation had $2.1 billion of deposits resulting from thrift
acquisitions that are insured through SAIF.
 
INTERSTATE BANKING AND BRANCHING LEGISLATION
 
     The Bank Holding Company Act previously prohibited the Federal Reserve
Board from approving an application from a bank holding company to acquire
shares of a bank located outside the state in which the operations of the
holding company's banking subsidiaries were principally conducted, unless such
an acquisition was specifically authorized by statute of the state in which the
bank whose shares were to be acquired was located. This restriction on
interstate acquisitions was abolished effective September 29, 1995, and bank
holding companies from any state now may acquire banks located in any other
state, subject to certain conditions, including nationwide and state imposed
concentration limits. Banks also will be able to branch across state lines by
acquisition, merger or de novo, effective June 1, 1997 (unless state law would
permit such interstate branching at an earlier date or would prohibit interstate
branching entirely), providing
 
                                        6
<PAGE>   8
 
certain conditions are met including that applicable state law must expressly
permit interstate de novo branching and branch acquisitions.
 
                       DESCRIPTION OF THE DEBT SECURITIES
 
GENERAL
 
     The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
and the extent, if any, to which general provisions may apply to such Debt
Securities (the "Offered Debt Securities") will be described in the Prospectus
Supplement relating to such Offered Debt Securities (the "Applicable Prospectus
Supplement").
 
     Senior Debt Securities will be issued from time to time in series under an
Indenture, dated as of May 1, 1993 (the "Senior Indenture"), between the
Corporation and PNC Bank, National Association, as Trustee (the "Senior
Trustee"). Subordinated Debt Securities will be issued under an Indenture, dated
as of May 1, 1993 (the "Subordinated Indenture"), between the Corporation and
The First National Bank of Chicago, as Trustee (the "Subordinated Trustee"). The
Senior Indenture and the Subordinated Indenture are sometimes herein referred to
collectively as the "Indentures" and the Senior Trustee and the Subordinated
Trustee are sometimes herein referred to collectively as the "Trustees". The
Indentures are incorporated by reference as exhibits to the Registration
Statements of which this Prospectus is a part.
 
     The following summaries of certain provisions of the Senior Debt
Securities, the Subordinated Debt Securities, the Senior Indenture and the
Subordinated Indenture, as modified or superseded by the Applicable Prospectus
Supplement, are brief summaries of certain provisions thereof, do not purport to
be complete and are subject to, and are qualified in their entirety by reference
to, all the provisions of the Indenture applicable to a particular series of
Debt Securities (the "Applicable Indenture"), including the definitions therein
of certain terms. Whenever particular provisions or defined terms in one or both
of the Indentures are referred to, such provisions or defined terms are
incorporated herein by reference. Numerical references in parentheses below are
references to the Applicable Indenture. Capitalized terms not otherwise defined
herein shall have the meanings given to them in the Applicable Indenture.
 
     The Debt Securities will be limited to an aggregate initial offering price
of $500,000,000 or its equivalent based on the applicable exchange rate at the
time of the offering if denominated in foreign currencies and will be direct,
unsecured obligations of the Corporation. The Debt Securities will not be
deposits or other obligations of a bank and will not be insured by the FDIC, the
Bank Insurance Fund or other government agency. The Indentures do not limit the
aggregate principal amount of Debt Securities or of any particular series of
Debt Securities which may be issued thereunder and provide that Debt Securities
issued thereunder may be issued from time to time in one or more series, in each
case with the same or various maturities, at par or at a discount.
 
     The Indentures do not limit the amount of other debt that may be issued by
the Corporation and do not contain financial or similar restrictive covenants.
As of June 30, 1996, the Corporation had an aggregate of $673 million of
long-term Senior Indebtedness (as defined below under "Subordination of the
Subordinated Debt Securities") outstanding and an aggregate of approximately
$529 million of short-term Senior Indebtedness outstanding which consisted
primarily of commercial paper. As of June 30, 1996, the Corporation had no
Additional Senior Obligations (as defined below) outstanding. The Corporation
expects from time to time to incur additional indebtedness constituting Senior
Indebtedness and Additional Senior Obligations. The Indentures do not prohibit
or limit the incurrence of additional Senior Indebtedness or Additional Senior
Obligations. As of June 30, 1996, the Corporation had an aggregate of $400
million of long-term Subordinated Debt Securities outstanding. On July 1, 1996
the Corporation issued an additional $200,000,000 of long-term Subordinated Debt
Securities.
 
     The Senior Debt Securities will be unsecured and will rank on a parity with
all other unsecured and unsubordinated indebtedness of the Corporation. The
Subordinated Debt Securities will be unsecured and will be subordinated and
junior to all Senior Indebtedness and, in certain circumstances relating to the
dissolution,
 
                                        7
<PAGE>   9
 
winding-up, liquidation or reorganization of the Corporation, to all Additional
Senior Obligations to the extent set forth below under "Subordination of the
Subordinated Debt Securities". Because the Corporation is a holding company and
a legal entity separate and distinct from its subsidiaries, the rights of the
Corporation to participate in any distribution of assets of any subsidiary upon
its liquidation of assets or reorganization or otherwise (and thus the ability
of Holders of Debt Securities to benefit indirectly from such distribution)
would be subject to the prior claims of creditors of that subsidiary, except to
the extent that the Corporation itself may be a creditor of that subsidiary with
recognized claims. However, in the event of a liquidation or other resolution of
an insured depository institution, the claims of depositors and other general or
subordinated creditors are entitled to a priority of payment over the claims of
holders of any obligation of the institution to its shareholders, including any
depository institution holding company or any shareholder or creditor thereof.
Claims on the Corporation's subsidiary banks by creditors other than the
Corporation include long-term debt and substantial obligations with respect to
deposit liabilities and federal funds purchased, securities sold under
repurchase agreements, other short-term borrowings and various other financial
obligations. In addition, the Indentures and the Debt Securities will not
contain any provision that would provide protection to the Holders of the Debt
Securities against a sudden and dramatic decline in credit quality resulting
from a takeover, recapitalization or similar restructuring of the Corporation or
other event involving the Corporation that may adversely affect the credit
quality of the Corporation.
 
     Reference is made to the Applicable Prospectus Supplement for the following
terms of the Offered Debt Securities offered thereby: (i) the title of the
Offered Debt Securities; (ii) whether the Offered Debt Securities are Senior
Debt Securities or Subordinated Debt Securities; (iii) any limit upon the
aggregate principal amount of the Offered Debt Securities and the percentage of
such principal amount at which such Offered Debt Securities may be issued; (iv)
the date or dates on which the principal of the Offered Debt Securities is
payable (the "Stated Maturity"); (v) the rate or rates of interest (which may be
fixed or variable) per annum at which the Offered Debt Securities will bear
interest, or the method of determining such rate or rates, if any; (vi) the date
or dates from which such interest, if any, will accrue, the Interest Payment
Dates on which any such interest will be payable, the Regular Record Date for
the interest payable on any Interest Payment Date, the Person to whom any
Offered Debt Security of such series will be payable, if other than the Person
in whose name that Offered Debt Security (or one or more predecessor Debt
Securities) is registered at the close of business on the Regular Record Date
for such interest, and the extent to which, or the manner in which, any interest
payable on a permanent global Offered Debt Security on an Interest Payment Date
will be paid; (vii) if other than the location specified in this Prospectus, the
place or places where the principal of and premium, if any, and interest on the
Offered Debt Securities will be payable; (viii) the period or periods within
which, the price or prices at which and the terms and conditions upon which the
Offered Debt Securities will, pursuant to any mandatory sinking fund provisions
or otherwise, or may, pursuant to any optional sinking fund provisions or
otherwise, be redeemed in whole or in part by the Corporation; (ix) if
applicable, the period or periods within which, the price or prices at which and
the terms and conditions upon which the Offered Debt Securities may be repaid,
in whole or in part, at the option of the Holders thereof; (x) if other than
denominations of $1,000 and any integral multiple thereof, the denominations in
which the Offered Debt Securities shall be issuable; (xi) if other than the
principal amount thereof, the portion of the principal amount of the Offered
Debt Securities which shall be payable upon declaration of acceleration of the
Stated Maturity thereof; (xii) if other than U.S. dollars, the currency or
currency unit of payment of principal and premium, if any, and interest on such
Offered Debt Securities, and any index used to determine the amount of payment
of principal or premium, if any, and interest on such Offered Debt Securities;
(xiii) whether the Offered Debt Securities are to be issuable in permanent
global form and, in such case, the initial depository with respect thereto and
the circumstances under which such permanent global Offered Debt Security may be
exchanged; (xiv) whether the subordination provisions summarized below or
different subordination provisions, including a different definition of "Senior
Indebtedness", "Entitled Persons", "Existing Subordinated Indebtedness" or
"Additional Senior Obligations", shall apply to the Offered Debt Securities;
(xv) any Events of Default applicable to such Offered Debt Securities (if not
set forth in the applicable Indenture), and any additional restrictive covenants
(if not set forth in the applicable Indenture) or different restrictive
covenants, but not inconsistent with the restrictive covenants contained in the
applicable Indenture; (xvi) if such Offered Debt Securities are Senior Debt
Securities, whether the
 
                                        8
<PAGE>   10
 
provisions of the Senior Indenture relating to "Defeasance and Covenant
Defeasance" will be applicable to such series of Offered Debt Securities; and
(xvii) any other terms of the Offered Debt Securities not specified in this
Prospectus.
 
     Unless otherwise indicated in the Applicable Prospectus Supplement,
principal, premium, if any, and interest, if any, on the Debt Securities will be
payable, and the Debt Securities will be transferable, at the Corporate Trust
Office of SunTrust Bank, Atlanta in Atlanta, Georgia, except that interest may
be paid at the option of the Corporation by check mailed to the address of the
Holder entitled thereto as it appears on the Security Register. The Corporation
will have the right to require a holder of any Debt Security, in connection with
the payment of the principal, premium, if any, and interest, if any, on such
Debt Security, to certify information to the Corporation or, in the absence of
such certification, the Corporation will be entitled to rely on any legal
presumption to enable the Corporation to determine its duties and liabilities,
if any, to deduct or withhold taxes, assessments or governmental charges from
such payment.
 
     If the principal, premium, if any, or interest, if any, on any Debt
Securities are to be payable in any currency other than U.S. dollars or, at the
election of the Corporation or a holder thereof, in one or more currencies or
composite currencies, or if any index is used to determine the amount of
payments of principal, premium, if any, or interest, if any, on any series of
Debt Securities, any special Federal income tax, accounting and other
considerations applicable thereto will be described in the Prospectus Supplement
relating thereto.
 
     Unless otherwise indicated in the Applicable Prospectus Supplement, the
Debt Securities will be issued only in fully registered form, without coupons,
in denominations of $1,000 and any integral multiple thereof. No service charge
will be made for any registration of transfer or exchange of the Debt
Securities, but the Corporation may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
 
     Both Senior Debt Securities and Subordinated Debt Securities may be issued
as Original Issue Discount Securities to be offered and sold at a substantial
discount below their stated principal amount. Federal income tax consequences
and other special considerations applicable to any such Original Issue Discount
Securities will be described in the Applicable Prospectus Supplement. "Original
Issue Discount Security" means any security which provides for an amount less
than the principal amount thereof to be due and payable upon the declaration of
acceleration of the Stated Maturity thereof in accordance with the terms of the
related Indenture.
 
     Reference is made to the Applicable Prospectus Supplement relating to any
series of Offered Debt Securities that are Original Issue Discount Securities
for the particular provisions relating to acceleration of the maturity of a
portion of the principal amount of such series of Original Issue Discount
Securities upon the occurrence of an Event of Default and the continuation
thereof.
 
     The Corporation has various credit agreements (as amended, the "Credit
Agreements"), between the Corporation and various credit banks, which contain
certain covenants of the Corporation, including a covenant that limits the
Corporation's Total Debt (as defined in the Credit Agreements) to an amount no
greater than its Net Worth (as defined in the Credit Agreements). As of June 30,
1996, the Corporation's Net Worth was approximately $4.6 billion. As of June 30,
1996, the Corporation had no indebtedness outstanding under the Credit
Agreements.
 
BOOK-ENTRY SECURITIES
 
     The Debt Securities of a series may be issued in the form of one or more
Book-Entry Securities that will be deposited with a Depositary or its nominee
identified in the Applicable Prospectus Supplement (Section 301). In such a
case, one or more Book-Entry Securities will be issued in a denomination or
aggregate denominations equal to the portion of the aggregate principal amount
of Offered Debt Securities of the series to be represented by such Book-Entry
Security or Securities. Unless and until it is exchanged in whole or in part for
Debt Securities in definitive registered form, a Book-Entry Security may not be
transferred except as a whole by the Depositary for such Book-Entry Security to
a nominee of such Depositary or by a nominee of the
 
                                        9
<PAGE>   11
 
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor of the Depositary or a nominee of
such successor (Section 305).
 
     The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a Book-Entry
Security will be described in the Applicable Prospectus Supplement. The
Corporation anticipates that the following provisions will apply to all
depositary arrangements.
 
     Upon the issuance of a Book-Entry Security, the Depositary for such
Book-Entry Security or its nominee will credit, on its book-entry registration
and transfer system, the respective principal amounts of the Securities
represented by such Book-Entry Security to the accounts of persons that have
accounts with such Depositary ("participants"). Such accounts shall be
designated by the underwriters or agents with respect to such Debt Securities or
by the Corporation if such Debt Securities are offered and sold directly by the
Corporation. Participants include securities brokers and dealers, banks and
trust companies, clearing corporations and certain other organizations. Access
to the Depositary's system is also available to others, such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly ("indirect
participants"). Persons who are not participants may beneficially own Book-Entry
Securities held by the Depositary only through participants or indirect
participants.
 
     Ownership of beneficial interests in any Book-Entry Security will be shown
on, and the transfer of that ownership will be effected only through, records
maintained by the Depositary or its nominee (with respect to interests of
participants) for such Book-Entry Security and on the records of participants
(with respect to interests of indirect participants). The laws of some states
require that certain purchasers of securities take physical delivery of such
securities in definitive form. Such laws, as well as the limits on participation
in the Depositary's book-entry system, may impair the ability to transfer
beneficial interests in a Book-Entry Security.
 
     So long as the Depositary or its nominee is the registered owner of a
Book-Entry Security, such Depositary or such nominee will be considered the sole
owner or holder of the Debt Securities represented by such Book-Entry Security
for all purposes under the Applicable Indenture. Except as provided below,
owners of beneficial interests in Debt Securities represented by Book-Entry
Securities will not be entitled to have Debt Securities of the series
represented by such Book-Entry Security registered in their names, will not
receive or be entitled to receive physical delivery of such Debt Securities in
definitive form, and will not be considered the owners or holders thereof under
the Applicable Indenture.
 
     Payments of principal of and any premium and interest on Debt Securities
registered in the name of the Depositary or its nominee will be made to the
Depositary or its nominee, as the case may be, as the registered owner of the
Book-Entry Security representing such Debt Securities. The Corporation expects
that the Depositary for a series of Debt Securities or its nominee, upon receipt
of any payment of principal, premium or interest, will immediately credit
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of the Book-Entry
Security for such Debt Securities, as shown on the records of such Depositary or
its nominee. The Corporation also expects that payments by participants and
indirect participants to owners of beneficial interests in such Book-Entry
Security held through such persons will be governed by standing instructions and
customary practices, as is now the case with securities registered in "street
name", and will be the responsibility of such participants and indirect
participants. Neither the Corporation, the Trustee, any Authenticating Agent,
any Paying Agent, nor the Security Registrar for such Debt Securities will have
any responsibility or liability for any aspect of the records relating to, or
payments made on account of, beneficial ownership interests in the Book-Entry
Security for such Debt Securities or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests (Section 311).
 
     If the Depositary for Debt Securities of a series notifies the Corporation
that it is unwilling or unable to continue as Depositary or if at any time the
Depositary ceases to be a clearing agency registered under the Exchange Act, the
Corporation has agreed to appoint a successor depositary. If such a successor is
not appointed by the Corporation within 90 days, the Corporation will issue Debt
Securities of such series in definitive registered form in exchange for the
Book-Entry Security representing such series of Debt Securities.
 
                                       10
<PAGE>   12
 
In addition, the Corporation may at any time and in its sole discretion
determine that the Debt Securities of any series issued in the form of one or
more Book-Entry Securities shall no longer be represented by such Book-Entry
Security or Securities and, in such event, will issue Debt Securities of such
series in definitive registered form in exchange for such Book-Entry Security or
Securities representing such series of Debt Securities. Further, if the
Corporation so specifies with respect to the Debt Securities of a series, or if
an Event of Default, or an event which with notice, lapse of time or both would
be an Event of Default with respect to the Debt Securities of such series has
occurred and is continuing, an owner of a beneficial interest in a Book-Entry
Security representing Debt Securities of such series may receive Debt Securities
of such series in definitive registered form. In any such instance, an owner of
a beneficial interest in a Book-Entry Security will be entitled to physical
delivery in definitive registered form of Debt Securities of the series
represented by such Book-Entry Security equal in principal amount to such
beneficial interest and to have such Debt Securities registered in its name
(Section 305). Debt Securities so issued in definitive form will be issued in
denominations of $1,000 and integral multiples thereof and will be issued in
registered form only, without coupons.
 
SUBORDINATION OF THE SUBORDINATED DEBT SECURITIES
 
     The obligations of the Corporation to make any payment on account of the
principal of and premium, if any, and interest, if any, on any Subordinated Debt
Securities will, to the extent set forth in the Subordinated Indenture, be
subordinate and junior in right of payment to all Senior Indebtedness of the
Corporation and, in certain circumstances relating to the dissolution,
winding-up, liquidation of or reorganization of the Corporation, to all
Additional Senior Obligations (Article 13).
 
     "Senior Indebtedness" is defined in the Subordinated Indenture to mean (a)
all indebtedness of the Corporation for money borrowed, whether now outstanding
or subsequently created, assumed or incurred, other than (i) the Subordinated
Debt Securities, (ii) any obligation Ranking on a Parity with the Subordinated
Debt Securities, or (iii) any obligation Ranking Junior to the Subordinated Debt
Securities and (b) any deferrals, renewals or extensions of any such Senior
Indebtedness. The term "indebtedness of the Corporation for money borrowed" is
defined in the Subordinated Indenture to mean any obligation of, or any
obligation guaranteed by, the Corporation for the repayment of borrowed money,
whether or not evidenced by bonds, debentures, notes or other written
instruments, and any deferred obligation for the payment of the purchase price
of property or assets acquired other than in the ordinary course of business.
"Additional Senior Obligations" is defined in the Subordinated Indenture to mean
all indebtedness of the Corporation, whether now outstanding or subsequently
created, assumed or incurred, for claims in respect of derivative products such
as interest and foreign exchange rate contracts, commodity contracts and similar
arrangements; provided, however, that Additional Senior Obligations do not
include (a) any claims in respect of Senior Indebtedness, or (b) any obligations
(i) Ranking Junior to the Subordinated Debt Securities, or (ii) Ranking on a
Parity with the Subordinated Debt Securities. For purposes of this definition,
"claims" shall have the meaning assigned thereto in Section 101(4) of the United
States Bankruptcy Code of 1978. The Subordinated Indenture does not limit or
prohibit the incurrence of Senior Indebtedness or Additional Senior Obligations.
 
     The term "Ranking Junior to the Subordinated Debt Securities" is defined in
the Subordinated Indenture to mean any obligation of the Corporation which (a)
ranks junior to and not equally with or prior to the Subordinated Debt
Securities in right of payment upon the happening of any insolvency,
receivership, conservatorship, reorganization, readjustment of debt, marshalling
of assets and liabilities or similar proceedings or any liquidation or
winding-up of or relating to the Corporation as a whole, whether voluntary or
involuntary, and (b) is specifically designated as ranking junior to the
Subordinated Debt Securities by express provisions in the instrument creating or
evidencing such obligation (Section 101).
 
     The term "Ranking on a Parity with the Subordinated Debt Securities" is
defined in the Subordinated Indenture to mean any obligation of the Corporation
which (a) ranks equally with and not prior to the Subordinated Debt Securities
in right of payment upon the happening of any insolvency, receivership,
conservatorship, reorganization, readjustment of debt, marshalling of assets and
liabilities or similar proceedings or any liquidation or winding-up of or
relating to the Corporation as a whole, whether voluntary or
 
                                       11
<PAGE>   13
 
involuntary, and (b) is specifically designated as ranking on a parity with the
Subordinated Debt Securities by express provisions in the instrument creating or
evidencing such obligation (Section 101).
 
     The Subordinated Debt Securities will be subordinate in right of payment to
all Senior Indebtedness, as provided in the Subordinated Indenture. No payment
on account of the principal of and premium, if any, or interest in respect of
the Subordinated Debt Securities may be made if there shall have occurred and be
continuing a default in payment with respect to Senior Indebtedness or an event
of default with respect to any Senior Indebtedness resulting in the acceleration
of the maturity thereof. Upon any payment or distribution of assets to creditors
upon any insolvency, receivership, conservatorship, reorganization, readjustment
of debt, marshalling of assets and liabilities or similar proceedings or any
liquidation or winding-up of or relating to the Corporation as a whole, whether
voluntary or involuntary, (a) the holders of all Senior Indebtedness will first
be entitled to receive payment in full before the Holders of the Subordinated
Debt Securities will be entitled to receive any payment in respect of the
principal of and premium, if any, or interest on the Subordinated Debt
Securities, and (b) if after giving effect to the operation of clause (a) above,
(i) any amount of cash, property or securities remains available for payment or
distribution in respect of the Subordinated Debt Securities ("Excess Proceeds"),
and (ii) creditors in respect of Additional Senior Obligations have not received
payment in full of amounts due or to become due thereon or payment of such
amounts has not been duly provided for, then such Excess Proceeds shall first be
applied to pay or provide for the payment in full of all such Additional Senior
Obligations before any payment may be made on the Subordinated Debt Securities.
If the Holders of Subordinated Debt Securities receive payment and are aware at
the time of receiving payment that all Senior Indebtedness and Additional Senior
Obligations have not been paid in full, then such payment shall be held in trust
for the benefit of the holders of Senior Indebtedness and/or Additional Senior
Obligations, as the case may be (Section 1301).
 
     By reason of such subordination, in the event of insolvency, Holders of
Subordinated Debt Securities may recover less, ratably, than holders of Senior
Indebtedness and holders of Additional Senior Obligations. In addition, in the
event of insolvency, creditors of the Corporation who are not holders of Senior
Indebtedness or Holders of the Subordinated Debt Securities may recover less,
ratably, than the holders of Senior Indebtedness and may recover more, ratably,
than the Holders of the Subordinated Debt Securities.
 
     The Applicable Prospectus Supplement may further describe the provisions,
if any, applicable to the subordination of the Subordinated Debt Securities of a
particular series.
 
RESTRICTION ON DISPOSITION OF VOTING STOCK OF CERTAIN SUBSIDIARIES
 
     The Senior Indenture contains a covenant that, except as otherwise provided
below, the Corporation will not sell, assign, pledge, transfer or otherwise
dispose of, or permit the issuance of, or permit a Subsidiary to sell, assign,
pledge, transfer or dispose of, any shares of Voting Stock of any Subsidiary or
any securities convertible into Voting Stock of any Subsidiary which is: (a) a
Principal Constituent Bank; or (b) a Subsidiary which owns shares of Voting
Stock or any securities convertible into Voting Stock of a Principal Constituent
Bank; provided, however, that such covenant does not prohibit (i) any
dispositions made by the Corporation or any Subsidiary (A) acting in a fiduciary
capacity for any Person other than the Corporation or any Subsidiary or (B) to
the Corporation or any of its wholly owned (except for directors' qualifying
shares) Subsidiaries or (ii) the merger of a Principal Constituent Bank with and
into a Principal Constituent Bank or the consolidation of any Principal
Constituent Bank into a Principal Constituent Bank. Such covenant also does not
prohibit sales, assignments, pledges, transfers or other dispositions of shares
of Voting Stock of a corporation referred to in (a) or (b) above where: (i) the
sales, assignments, pledges, transfers or other dispositions are made, in the
minimum amount required by law, to any Person for the purpose of the
qualification of such Person to serve as a director; or (ii) the sales,
assignments, pledges, transfers or other dispositions are made in compliance
with an order of a court or regulatory authority of competent jurisdiction or as
a condition imposed by any such court or authority to the acquisition by the
Corporation, directly or indirectly, of any other corporation or entity; or
(iii) in the case of a disposition of shares of Voting Stock or any securities
convertible into Voting Stock of a Principal Constituent Bank, or sales of
Voting Stock or any securities convertible into Voting Stock of any Subsidiary
included in (b) above, the sales, assignments, pledges, transfers or other
dispositions are for fair market value (as determined by the Board of Directors
of
 
                                       12
<PAGE>   14
 
the Corporation and the Subsidiary disposing of such shares or securities) and,
after giving effect to such disposition and to any potential dilution (if the
shares or securities are convertible into Voting Stock), the Corporation and its
directly or indirectly wholly owned (except for directors' qualifying shares)
Subsidiaries, will own directly not less than 80% of the Voting Stock of such
Principal Constituent Bank or Subsidiary; or (iv) a Constituent Bank sells
additional shares of Voting Stock to its shareholders at any price, so long as
immediately after such sale the Corporation owns, directly or indirectly, at
least as great a percentage of the Voting Stock of such Constituent Bank as it
owned prior to such sale of additional shares; or (v) a pledge is made or a lien
is created to secure loans or other extensions of credit by a Constituent Bank
subject to Section 23A of the Federal Reserve Act (Section 1005). Any
Constituent Bank the total assets of which equal more than 15% of the total
assets of all Constituent Banks is defined in the Senior Indenture to be a
"Principal Constituent Bank" (Section 101). As of June 30, 1996, SunTrust Bank,
Atlanta was the only Constituent Bank which is a Principal Constituent Bank.
 
     The foregoing covenant is not a covenant for the benefit of the
Subordinated Debt Securities.
 
EVENTS OF DEFAULT
 
     The Senior Indenture.  The following are Events of Default under the Senior
Indenture with respect to Senior Debt Securities of any series: (a) failure to
pay any interest on any Debt Security of that series when due and payable,
continued for 30 days; (b) failure to pay principal of or any premium on any
Debt Security of that series when due; (c) failure to deposit any sinking fund
payment, when due, in respect of any Debt Security of that series; (d) failure
to perform any other covenant of the Corporation in the Senior Indenture (other
than a covenant included in the Senior Indenture solely for the benefit of
series of Debt Securities other than that series), continued for 90 days after
written notice as provided in the Senior Indenture; (e) the entry of a decree or
order for relief in respect of the Corporation by a court having jurisdiction in
the premises in an involuntary case under Federal or state bankruptcy laws and
the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days; (f) the commencement by the Corporation of a voluntary
case under Federal or state bankruptcy laws or the consent by the Corporation to
the entry of a decree or order for relief in an involuntary case under any such
law; and (g) any other Event of Default provided with respect to Debt Securities
of that series (Section 501). If an Event of Default with respect to Debt
Securities of any series occurs and is continuing either the Senior Trustee or
the Holders of at least 25% in aggregate principal amount of the Outstanding
Debt Securities of that series may declare by notice in writing to the
Corporation the principal amount (or, if the Debt Securities of that series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of that series) of all the Debt Securities of that
series to be due and payable immediately. At any time after a judgment or decree
based on acceleration has been obtained, the Holders of a majority in aggregate
principal amount of Outstanding Debt Securities of that series may, under
certain circumstances, rescind and annul such acceleration (Section 502).
 
     Reference is made to the Applicable Prospectus Supplement relating to any
series of Offered Debt Securities that are Original Issue Discount Securities
for the particular provisions relating to acceleration of the Stated Maturity of
a portion of the principal amount of such series of Original Issue Discount
Securities upon the occurrence of an Event of Default and the continuation
thereof.
 
     The Senior Indenture provides that, subject to the duty of the Senior
Trustee during default to act with the required standard of care, the Senior
Trustee will be under no obligation to exercise any of its rights or powers
under the Senior Indenture at the request or direction of any of the Holders,
unless such Holders shall have offered to the Senior Trustee reasonable security
or indemnity (Section 603). Subject to such provisions for the indemnification
of the Senior Trustee and to certain other conditions, the Holders of a majority
in aggregate principal amount of the Outstanding Debt Securities of any series
will have the right to direct the time, method and place of conducting any
proceedings for any remedy available to the Senior Trustee, or exercising any
trust or power conferred on the Senior Trustee, with respect to the Debt
Securities of that series provided that the Senior Trustee may decline to act if
such direction is contrary to law or the Senior Indenture, would unduly
prejudice the rights of other Holders or would involve the Senior Trustee in
personal liability (Section 512).
 
                                       13
<PAGE>   15
 
     No Holder of any Debt Security of any series will have any right to
institute any proceeding with respect to the Senior Indenture, or for the
appointment of a receiver or trustee or for any remedy thereunder, unless such
Holder shall have previously given to the Senior Trustee written notice of a
continuing Event of Default with respect to the Debt Securities of that series
and unless the Holders of not less than 25% in aggregate principal amount of the
Outstanding Debt Securities of that series shall have made written request, and
offered reasonable indemnity, to the Senior Trustee to institute such proceeding
as trustee, and the Senior Trustee shall not have received from the Holders of a
majority in principal amount of the Outstanding Debt Securities of that series a
direction inconsistent with such request and shall have failed to institute such
proceeding within 60 days (Section 507). However, the Holder of any Debt
Security will have an absolute right to receive payment of the principal of (and
premium, if any) and interest on such Debt Security on the due dates expressed
in such Debt Security and to institute suit for the enforcement of any such
payment (Section 508).
 
     The Corporation is required to furnish to the Senior Trustee annually a
statement as to performance by the Corporation of certain of its obligations
under the Senior Indenture and as to any default in such performance (Section
1006).
 
     The Subordinated Indenture.  The Subordinated Indenture (with respect to
any series of Subordinated Debt Securities) defines an "Event of Default" as any
one of the following events (whatever the reason and whether it be occasioned by
the subordination provisions or be voluntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administration or governmental body): (a) failure to pay any
interest on any Debt Security of that series when due and payable, continued for
30 days; (b) failure to pay principal of or any premium on any Debt Security of
that series when due; (c) failure to deposit any sinking fund payment, when due,
in respect of any Debt Security of that series; (d) failure to perform any other
covenant of the Corporation in the Subordinated Indenture (other than a covenant
included in the Subordinated Indenture solely for the benefit of series of Debt
Securities other than that series), continued for 90 days after written notice
as provided in the Subordinated Indenture; (e) the entry of a decree or order
for relief in respect of the Corporation by a court having jurisdiction in the
premises in an involuntary case under Federal or state bankruptcy laws and the
continuance of any such decree or order unstayed and in effect for a period of
60 consecutive days; (f) the commencement by the Corporation of a voluntary case
under Federal or state bankruptcy laws or the consent by the Corporation to the
entry of a decree or order for relief in an involuntary case under any such law;
and (g) any other Event of Default provided with respect to Debt Securities of
that series (Section 501).
 
     Unless specifically stated in the Applicable Prospectus Supplement for a
particular series of Subordinated Debt Securities, the payment of the principal
of the Subordinated Debt Securities may be accelerated only upon the occurrence
of an Event of Default described in clause (e) or clause (f) of the preceding
paragraph (a "Bankruptcy Event of Default") and there is no right of
acceleration of the payment of principal of the Subordinated Debt Securities of
such series upon a default in the payment of principal, premium, if any, or
interest, if any, or in the performance of any covenant or agreement in the
Subordinated Debt Securities or Subordinated Indenture. In the event of a
default in the payment of principal, premium, if any, or interest, if any, or in
the performance of any covenant or agreement in the Subordinated Debt Securities
or Subordinated Indenture, the Subordinated Trustee, subject to certain
limitations and conditions, may institute judicial proceedings to enforce
payment of such principal, premium, if any, or interest, if any, or to obtain
the performance of such covenant or agreement or any other proper remedy
(Section 503). Under certain circumstances, the Subordinated Trustee may
withhold notice to the Holders of the Subordinated Debt Securities of a default
if the Subordinated Trustee in good faith determines that the withholding of
such notice is in the best interest of such Holders, and the Subordinated
Trustee shall withhold such notice for certain defaults for a period of 30 days
(Section 602).
 
     If a Bankruptcy Event of Default with respect to the Debt Securities of any
series at the time outstanding occurs and is continuing, either the Subordinated
Trustee or the Holders of at least 25% in aggregate principal amount of the
Outstanding Debt Securities of that series may declare the principal amount (or,
if the Debt Securities of that series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms thereof)
of all the Debt Securities of that series to be due and payable immediately. At
 
                                       14
<PAGE>   16
 
any time after a declaration of acceleration with respect to Debt Securities of
any series has been made, but before a judgment or decree based on acceleration
has been obtained, the Holders of a majority in aggregate principal amount of
Outstanding Debt Securities of that series may, under certain circumstances,
rescind and annul such acceleration (Section 502).
 
     Reference is made to the Applicable Prospectus Supplement relating to any
series of Offered Debt Securities that are Original Issue Discount Securities
for the particular provisions relating to acceleration of the Stated Maturity of
a portion of the principal amount of such series of Original Issue Discount
Securities upon the occurrence of an Event of Default and the continuation
thereof.
 
     The Subordinated Indenture provides that, subject to the duty of the
Subordinated Trustee during default to act with the required standard of care,
the Subordinated Trustee will be under no obligation to exercise any of its
rights or powers under the Subordinated Indenture at the request or direction of
any of the Holders, unless such Holders shall have offered to the Subordinated
Trustee reasonable security or indemnity (Section 603). Subject to such
provisions for the indemnification of the Subordinated Trustee and to certain
other conditions, the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Subordinated Trustee, or exercising any trust or power conferred on the
Subordinated Trustee, with respect to the Debt Securities of that series,
provided that the Subordinated Trustee may decline to act if such direction is
contrary to law or the Subordinated Indenture, would unduly prejudice the right
of other Holders or would involve the Subordinated Trustee in personal liability
(Section 512).
 
     No Holder of any Debt Security of any series will have any right to
institute any proceeding with respect to the Subordinated Indenture, or for the
appointment of a receiver or trustee or for any remedy thereunder, unless such
Holder shall have previously given the Subordinated Trustee written notice of a
continuing Event of Default with respect to the Debt Securities of that series
and unless the Holders of not less than 25% in aggregate principal amount of the
Outstanding Debt Securities of that series shall have made written request, and
offered reasonable indemnity, to the Subordinated Trustee to institute such
proceeding as trustee, and the Subordinated Trustee shall not have received from
the Holders of a majority in principal amount of the Outstanding Debt Securities
of that series a direction inconsistent with such request and shall have failed
to institute such proceeding within 60 days (Section 507). However, the Holder
of any Debt Security will have an absolute right to receive payment of the
principal of (and premium, if any) and interest on such Debt Security on the due
dates expressed in such Debt Security and to institute suit for the enforcement
of any such payment (Section 508).
 
     The Corporation is required to furnish to the Subordinated Trustee annually
a statement as to performance by the Corporation of certain of its obligations
under the Subordinated Indenture and as to any default in such performance
(Section 1006).
 
DEFEASANCE AND COVENANT DEFEASANCE
 
     The Senior Indenture provides that, to the extent indicated in the
Applicable Prospectus Supplement, the Corporation, at the Corporation's option,
(a) will be discharged from any and all obligations in respect of the Senior
Debt Securities of a particular series (except for certain obligations to
register the transfer or exchange of Senior Debt Securities of such series, to
replace stolen, lost or mutilated Senior Debt Securities of such series, to
maintain paying agencies and to hold money for payment in trust) or (b) need not
comply with certain restrictive covenants of the Senior Indenture, including
those described under "Restrictions on Disposition of Voting Stock of Certain
Subsidiaries" and "Consolidation, Merger and Transfer of Assets" and the
occurrence of an event described in clause (d) under "Events of Default" under
the Senior Indenture shall no longer be an Event of Default with respect to such
series of Senior Debt Securities, in each case, if the Corporation deposits, in
trust, with the Senior Trustee money and/or Government Obligations, which
through the payment of interest thereon and principal thereof in accordance with
their terms will provide money in an amount sufficient, without reinvestment, to
pay all the principal of and any premium and interest on the Senior Debt
Securities of such series and any mandatory sinking fund payments or analogous
payments on the dates such payments are due in accordance with the terms of the
Senior Debt Securities of such series and the
 
                                       15
<PAGE>   17
 
Senior Indenture. Such a trust may only be established if, among other things,
(i) no Event of Default or event which with the giving of notice or lapse of
time, or both, would become an Event of Default with respect to such series
under the Senior Indenture shall have occurred and be continuing on the date of
such deposit, (ii) such defeasance will not cause the Senior Trustee to have any
conflicting interest with respect to other securities of the Corporation and
(iii) the Corporation shall have delivered an Opinion of Counsel to the effect
that the Holders will not recognize income, gain or loss for federal income tax
purposes as a result of such defeasance and will be subject to federal income
tax on the same amounts, in the same manner, and at the same times as if such
defeasance had not occurred. In the event the Corporation exercises its option
to omit compliance with certain covenants of the Senior Indenture with respect
to the Senior Debt Securities of any series and the Senior Debt Securities of
such series are declared due and payable because of the occurrence of any Event
of Default under the Senior Indenture, the amount of money and Government
Obligations on deposit with the Trustee will be sufficient to pay amounts due on
the Senior Debt Securities of such series at the time of their Stated Maturity
but may not be sufficient to pay amounts due on the Senior Debt Securities of
such series at the time of the acceleration resulting from such Event of Default
under the Senior Indenture. However, the Corporation will remain liable with
respect to such payments (Article 13).
 
     The foregoing defeasance and covenant defeasance provisions are not for the
benefit of the Subordinated Debt Securities.
 
MODIFICATION AND WAIVER
 
     Modifications to and amendments of the Indentures may be made by the
Corporation and the Trustees with the consent of the Holders of 66 2/3% in
aggregate principal amount of the Outstanding Debt Securities of each series
affected by such modification or amendment; provided, however, that no such
modification or amendment may without the consent of the Holder of each
Outstanding Debt Security affected thereby (a) change the stated maturity date
of the principal of, or any installment of principal or interest on, any Debt
Security, (b) reduce the principal amount of, or any premium or interest on, any
Debt Security, (c) reduce the amount of principal of an Original Issue Discount
Security payable upon acceleration of the maturity thereof, (d) change the place
or currency of payment of principal of, or any premium or interest on, any Debt
Security, (e) impair the right to institute suit for the enforcement of any
payment on or with respect to any Debt Security, or (f) reduce the percentage in
principal amount of Outstanding Debt Securities of any series, the consent of
whose Holders is required for modification or amendment of the Indentures or for
waiver of compliance with certain provisions of the Indentures or for waiver of
certain defaults (Section 902).
 
     The Holders of at least 66 2/3% in aggregate principal amount of the
Outstanding Debt Securities of each series may, on behalf of all Holders of Debt
Securities of that series, waive, insofar as that series is concerned,
compliance by the Corporation with certain restrictive provisions of the
Indentures, including with respect to Senior Debt Securities those provisions
described above under "Restriction on Disposition of Voting Stock of Certain
Subsidiaries" (Senior Indenture Section 1007; Subordinated Indenture Section
1006). The Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of any series may, on behalf of all Holders of Debt
Securities of that series, waive any past default under the Applicable
Indenture, except a default in the payment of principal of, or any premium or
interest on, any Debt Security of that series or a default in respect of a
covenant or provision which under the Indentures cannot be modified or amended
without the consent of the Holder of each Outstanding Debt Security of the
series affected (Section 513).
 
CONSOLIDATION, MERGER AND TRANSFER OF ASSETS
 
     The Corporation may consolidate with or merge into, or transfer its assets
substantially as an entirety to, any corporation organized under the laws of the
United States, any state thereof or the District of Columbia, provided that the
successor corporation assumes the Corporation's obligations on the Debt
Securities and under the Indentures, that after giving effect to the transaction
no Event of Default, and no event which, after notice or lapse of time, would
become an Event of Default, shall have occurred and be continuing, and that
certain other conditions are met (Section 801).
 
                                       16
<PAGE>   18
 
TRUSTEES
 
     Either or both of the Trustees may resign or be removed with respect to one
or more series of Debt Securities and a successor Trustee may be appointed to
act with respect to such series (Section 610). In the event that two or more
persons are acting as Trustee with respect to different series of Debt
Securities, each such Trustee shall be a Trustee of a trust under the related
Indenture separate and apart from the trust administered by any other such
Trustee, and any action described herein to be taken by the "Trustee" may then
be taken by each such Trustee with respect to, and only with respect to, the one
or more series of Debt Securities for which it is Trustee (Section 611).
 
     In the normal course of business, the Corporation and its subsidiaries
conduct banking transactions with the Trustees, and the Trustees conduct banking
transactions with the Corporation and its subsidiaries.
 
                              PLAN OF DISTRIBUTION
 
     The Corporation may sell Debt Securities to or through underwriters to be
designated from time to time, and also may sell Debt Securities directly to
other purchasers or through agents. The distribution of the Debt Securities may
be effected from time to time in one or more transactions at a fixed price or
prices, which may be changed from time to time, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices. Each Prospectus Supplement will describe the method of
distribution of the Offered Debt Securities.
 
     The Debt Securities will be new issues of securities with no established
trading market and unless otherwise specified in the applicable Prospectus
Supplement, the Corporation will not list any series of the Debt Securities on
any exchange. It has not presently been established whether the underwriters, if
any, of the Debt Securities will make a market in the Debt Securities. If a
market in the Debt Securities is made by any such underwriters, such market
making may be discontinued at any time without notice. No assurance can be given
as to the liquidity of the trading market for the Debt Securities.
 
     In connection with the sale of Debt Securities, underwriters or agents
acting on behalf of the Corporation may receive compensation from the
Corporation or from purchasers of Debt Securities for whom they may act as
agents in the form of discounts, concessions or commissions. Underwriters may
sell Debt Securities to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agents. Underwriters, dealers and agents that participate in the distribution of
Debt Securities may be deemed to be underwriters, and any discounts or
commissions received by them from the Corporation and any profit on the trade of
Debt Securities by them may be deemed to be underwriting discounts and
commissions, under the Securities Act. Any such underwriter or agent will be
identified, and any such compensation received from the Corporation will be
described, in the Prospectus Supplement relating to such Debt Securities.
 
     Under agreements which may be entered into by the Corporation,
underwriters, dealers, agents and their controlling persons who participate in
the distribution of Debt Securities may be entitled to indemnification by the
Corporation against certain liabilities, including liabilities under the
Securities Act, and to certain rights of contribution from the Corporation.
 
     If so indicated in the Prospectus Supplement relating to any Offered Debt
Securities, the Corporation will authorize underwriters or other persons acting
as the Corporation's agents to solicit offers by certain institutions to
purchase any Offered Debt Securities from the Corporation pursuant to delayed
delivery contracts providing for payment and delivery on a future date.
Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by the Corporation. The obligations of any
purchaser under any such contract will be subject to the condition that the
purchase of any Offered Debt Securities shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which such purchaser is
subject. The underwriters and such other agents will not have any responsibility
in respect of the validity or performance of such contracts.
 
                                       17
<PAGE>   19
 
     Underwriters or agents and their associates may be customers of (including
borrowers from), engage in transactions with, and/or perform services for, the
Corporation and its subsidiaries, the Senior Trustee and the Subordinated
Trustee, in the ordinary course of business.
 
                                 LEGAL MATTERS
 
     Certain legal matters with respect to the Offered Debt Securities will be
passed upon for the Corporation by Raymond D. Fortin, Senior Vice
President -- Legal and Corporate Secretary, and by King & Spalding, Atlanta,
Georgia, and for any underwriters by Skadden, Arps, Slate, Meagher & Flom, New
York, New York. As of June 30, 1996, Mr. Fortin beneficially owned 18,000 shares
of the common stock of the Corporation. Skadden, Arps, Slate, Meagher & Flom
will rely upon the opinion of Mr. Fortin and of King & Spalding as to matters of
Georgia law.
 
                                    EXPERTS
 
     The audited consolidated financial statements incorporated by reference in
this Prospectus and elsewhere in the Registration Statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said report.
 
                                       18
<PAGE>   20
 
- ------------------------------------------------------
- ------------------------------------------------------
 
  NO DEALER, SALESMAN, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR
THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
CORPORATION OR ANY AGENT OR UNDERWRITER. THIS PROSPECTUS AND THE ACCOMPANYING
PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER
THE DELIVERY OF THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT NOR
ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION
SINCE THE DATE HEREOF.
 
                             ---------------------
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                          PAGE
                                          ----
<S>                                       <C>
PROSPECTUS
Available Information...................     2
Incorporation of Certain Documents by
  Reference.............................     2
The Corporation.........................     2
Use of Proceeds.........................     3
Consolidated Ratio of Earnings to Fixed
  Charges...............................     3
Certain Regulatory Considerations.......     4
Description of the Debt Securities......     7
Plan of Distribution....................    17
Legal Matters...........................    18
Experts.................................    18
</TABLE>
 
- ------------------------------------------------------
- ------------------------------------------------------
 
- ------------------------------------------------------
- ------------------------------------------------------
 
                   [LOGO SUNTRUST]                           
              ------------------------                
                     PROSPECTUS                       
                  August    , 1996                    
              ------------------------                
 
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE>   21
 
                                    PART II
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS
 
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
     Estimated expenses in connection with the issuance and distribution of the
Debt Securities being registered, other than underwriting compensation, are as
follows:
 
<TABLE>
    <S>                                                                         <C>
    Securities and Exchange Commission registration fee.......................  $103,449
    Blue Sky fees and expenses................................................    10,000
    Attorney's fees and expenses..............................................    10,000
    Accounting services.......................................................     7,500
    Printing and engraving....................................................    30,000
    Fees of indenture trustees................................................    20,000
    Rating agency fees........................................................   110,000
    Miscellaneous.............................................................    10,000
                                                                                --------
              Total...........................................................  $300,949
                                                                                ========
</TABLE>
 
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     PART 5 OF ARTICLE 8 OF THE GEORGIA BUSINESS CORPORATION CODE STATES:
 
14-2-850. PART DEFINITIONS.
 
     As used in this part, the term:
 
          (1) "Corporation" includes any domestic or foreign predecessor entity
     of a corporation in a merger or other transaction in which the
     predecessor's existence ceased upon consummation of the transaction.
 
          (2) "Director" or "officer" means an individual who is or was a
     director or officer, respectively, of a corporation or who, while a
     director or officer of the corporation, is or was serving at the
     corporation's request as a director, officer, partner, trustee, employee,
     or agent of another domestic or foreign corporation, partnership, joint
     venture, trust, employee benefit plan, or other entity. A director or
     officer is considered to be serving an employee benefit plan at the
     corporation's request if his or her duties to the corporation also impose
     duties on, or otherwise involve services by, the director or officer to the
     plan or to participants in or beneficiaries of the plan. Director or
     officer includes, unless the context otherwise requires, the estate or
     personal representative of a director or officer.
 
          (3) "Disinterested director" means a director who at the time of a
     vote referred to in subsection (c) of Code Section 14-2-853 or a vote or
     selection referred to in subsection (b) or (c) of Code Section 14-2-855 or
     subsection (a) of Code Section 14-2-856 is not:
 
             (A) A party to the proceeding; or
 
             (B) An individual who is a party to a proceeding having a familial,
        financial, professional, or employment relationship with the director
        whose indemnification or advance for expenses is the subject of the
        decision being made with respect to the proceeding, which relationship
        would, in the circumstances, reasonably be expected to exert an
        influence on the director's judgment when voting on the decision being
        made.
 
          (4) "Expenses" include counsel fees.
 
          (5) "Liability" means the obligation to pay a judgment, settlement,
     penalty, fine (including an excise tax assessed with respect to an employee
     benefit plan), or reasonable expenses incurred with respect to a
     proceeding.
 
                                      II-1
<PAGE>   22
 
          (6) "Official capacity" means:
 
             (A) When used with respect to a director, the office of director in
        a corporation; and
 
             (B) When used with respect to an officer, as contemplated in Code
        Section 14-2-857, the office in a corporation held by the officer.
 
     Official capacity does not include service for any other domestic or
foreign corporation or any partnership, joint venture, trust, employee benefit
plan, or other entity.
 
          (7) "Party" means an individual who was, is, or is threatened to be
     made a named defendant or respondent in a proceeding.
 
          (8) "Proceeding" means any threatened, pending, or completed action,
     suit, or proceeding, whether civil, criminal, administrative, arbitrative,
     or investigative and whether formal or informal.
 
14-2-851. AUTHORITY TO INDEMNIFY.
 
     (a) Except as otherwise provided in this Code section, a corporation may
indemnify an individual who is a party to a proceeding because he or she is or
was a director against liability incurred in the proceeding if:
 
          (1) Such individual conducted himself or herself in good faith; and
 
          (2) Such individual reasonably believed:
 
             (A) In the case of conduct in his or her official capacity, that
        such conduct was in the best interests of the corporation;
 
             (B) In all other cases, that such conduct was at least not opposed
        to the best interests of the corporation; and
 
             (C) In the case of any criminal proceeding, that the individual had
        no reasonable cause to believe such conduct was unlawful.
 
     (b) A director's conduct with respect to an employee benefit plan for a
purpose he or she believed in good faith to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subparagraph (a)(1)(B) of this Code section.
 
     (c) The termination of a proceeding by judgment, order, settlement, or
conviction or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this Code section.
 
     (d) A corporation may not indemnify a director under this Code section:
 
          (1) In connection with a proceeding by or in the right of the
     corporation, except for reasonable expenses incurred in connection with the
     proceeding if it is determined that the director has met the relevant
     standard of conduct under this Code section; or
 
          (2) In connection with any proceeding with respect to conduct for
     which he was adjudged liable on the basis that personal benefit was
     improperly received by him, whether or not involving action in his official
     capacity.
 
14-2-852. MANDATORY INDEMNIFICATION.
 
     A corporation shall indemnify a director who was wholly successful, on the
merits or otherwise, in the defense of any proceeding to which he or she was a
party because he or she was a director of the corporation against reasonable
expenses incurred by the director in connection with the proceeding.
 
                                      II-2
<PAGE>   23
 
14-2-853. ADVANCE FOR EXPENSES.
 
     (a) A corporation may, before final disposition of a proceeding, advance
funds to pay for or reimburse the reasonable expenses incurred by a director who
is a party to a proceeding because he or she is a director if he or she delivers
to the corporation:
 
          (1) A written affirmation of his or her good faith belief that he or
     she has met the relevant standard of conduct described in Code Section
     14-2-851 or that the proceeding involves conduct for which liability has
     been eliminated under a provision of the articles of incorporation as
     authorized by paragraph (4) of subsection (b) of Code Section 14-2-202; and
 
          (2) His or her written undertaking to repay any funds advanced if it
     is ultimately determined that the director is not entitled to
     indemnification under this part.
 
     (b) The undertaking required by paragraph (2) of subsection (a) of this
Code section must be an unlimited general obligation of the director but need
not be secured and may be accepted without reference to the financial ability of
the director to make repayment.
 
     (c) Authorizations under this Code section shall be made:
 
          (1) By the board of directors:
 
             (A) When there are two or more disinterested directors, by a
        majority vote of all the disinterested directors (a majority of whom
        shall for such purpose constitute a quorum) or by a majority of the
        members of a committee of two or more disinterested directors appointed
        by such a vote; or
 
             (B) When there are fewer than two disinterested directors, by the
        vote necessary for action by the board in accordance with subsection (c)
        of Code Section 14-2-824, in which authorization directors who do not
        qualify as disinterested directors may participate; or
 
          (2) By the shareholders, but shares owned or voted under the control
     of a director who at the time does not qualify as a disinterested director
     with respect to the proceeding may not be voted on the authorization.
 
14-2-854. COURT-ORDERED INDEMNIFICATION AND ADVANCES FOR EXPENSES.
 
     (a) A director who is a party to a proceeding because he or she is a
director may apply for indemnification or advance for expenses to the court
conducting the proceeding or to another court of competent jurisdiction. After
receipt of an application and after giving any notice it considers necessary,
the court shall:
 
          (1) Order indemnification or advance for expenses if it determines
     that the director is entitled to indemnification under this part; or
 
          (2) Order indemnification or advance for expenses if it determines, in
     view of all the relevant circumstances, that it is fair and reasonable to
     indemnify the director or to advance expenses to the director, even if the
     director has not met the relevant standard of conduct set forth in
     subsections (a) and (b) of Code Section 14-2-851, failed to comply with
     Code Section 14-2-853, or was adjudged liable in a proceeding referred to
     in paragraph (1) or (2) of subsection (d) of Code Section 14-2-851, but if
     the director was adjudged so liable, the indemnification shall be limited
     to reasonable expenses incurred in connection with the proceeding.
 
     (b) If the court determines that the director is entitled to
indemnification or advance for expenses under this part, it may also order the
corporation to pay the director's reasonable expenses to obtain court-ordered
indemnification or advance for expenses.
 
                                      II-3
<PAGE>   24
 
14-2-855. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.
 
     (a) A corporation may not indemnify a director under Code Section 14-2-851
unless authorized thereunder and a determination has been made for a specific
proceeding that indemnification of the director is permissible in the
circumstances because he or she has met the relevant standard of conduct set
forth in Code Section 14-2-851.
 
     (b) The determination shall be made:
 
          (1) If there are two or more disinterested directors, by the board of
     directors by a majority vote of all the disinterested directors (a majority
     of whom shall for such purpose constitute a quorum) or by a majority of the
     members of a committee of two or more disinterested directors appointed by
     such a vote;
 
          (2) By special legal counsel:
 
             (A) Selected in the manner prescribed in paragraph (1) of this
        subsection; or
 
             (B) If there are fewer than two disinterested directors, selected
        by the board of directors (in which selection directors who do not
        qualify as disinterested directors may participate); or
 
          (3) By the shareholders, but shares owned by or voted under the
     control of a director who at the time does not qualify as a disinterested
     director may not be voted on the determination.
 
     (c) Authorization of indemnification or an obligation to indemnify and
evaluation as to reasonableness of expenses shall be made in the same manner as
the determination that indemnification is permissible, except that if there are
fewer than two disinterested directors or if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subparagraph
(b)(2)(B) of this Code section to select special legal counsel.
 
14-2-856. SHAREHOLDER APPROVED INDEMNIFICATION.
 
     (a) If authorized by the articles of incorporation or a bylaw, contract, or
resolution approved or ratified by the shareholders by a majority of the votes
entitled to be cast, a corporation may indemnify or obligate itself to indemnify
a director made a party to a proceeding including a proceeding brought by or in
the right of the corporation, without regard to the limitations in other Code
sections of this part, but shares owned or voted under the control of a director
who at the time does not qualify as a disinterested director with respect to any
existing or threatened proceeding that would be covered by the authorization may
not be voted on the authorization.
 
     (b) The corporation shall not indemnify a director under this Code section
for any liability incurred in a proceeding in which the director is adjudged
liable to the corporation or is subjected to injunctive relief in favor of the
corporation:
 
          (1) For any appropriation, in violation of the director's duties, of
     any business opportunity of the corporation;
 
          (2) For acts or omissions which involve intentional misconduct or a
     knowing violation of law;
 
          (3) For the types of liability set forth in Code Section 14-2-832; or
 
          (4) For any transaction from which he received an improper personal
     benefit.
 
     (c) Where approved or authorized in the manner described in subsection (a)
of this Code section, a corporation may advance or reimburse expenses incurred
in advance of final disposition of the proceeding only if:
 
          (1) The director furnishes the corporation a written affirmation of
     his or her good faith belief that his or her conduct does not constitute
     behavior of the kind described in subsection (b) of this Code section; and
 
                                      II-4
<PAGE>   25
 
          (2) The director furnishes the corporation a written undertaking,
     executed personally or on his or her behalf, to repay any advances if it is
     ultimately determined that the director is not entitled to indemnification
     under this Code section.
 
14-2-857. INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS.
 
     (a) A corporation may indemnify and advance expenses under this part to an
officer of the corporation who is a party to a proceeding because he or she is
an officer of the corporation;
 
          (1) To the same extent as a director; and
 
          (2) If he or she is not a director, to such further extent as may be
     provided by the articles of incorporation, the bylaws, a resolution of the
     board of directors, or contract except for liability arising out of conduct
     that constitutes:
 
             (A) Appropriation, in violation of his or her duties, of any
        business opportunity of the corporation;
 
             (B) Acts or omissions which involve intentional misconduct, or a
        knowing violation of law;
 
             (C) The types of liability set forth in Code Section 14-2-832; or
 
             (D) Receipt of an improper personal benefit.
 
     (b) The provisions of paragraph (2) of subsection (a) of this Code section
shall apply to an officer who is also a director if the sole basis on which he
or she is made a party to the proceeding is an act or omission solely as an
officer.
 
     (c) An officer of the corporation who is not a director is entitled to
mandatory indemnification under Code Section 14-2-852, and may apply to a court
under Code Section 14-2-854 for indemnification or advances for expenses, in
each case to the same extent to which a director may be entitled to
indemnification or advances for expenses under those provisions.
 
     (d) A corporation may also indemnify and advance expenses to an employee or
agent who is not a director to the extent, consistent with public policy, that
may be provided by its articles of incorporation, bylaws, general or specific
action of its board of directors, or contract.
 
14-2-858. INSURANCE.
 
     A corporation may purchase and maintain insurance on behalf of an
individual who is a director, officer, employee, or agent of the corporation or
who, while a director, officer, employee, or agent of the corporation, serves at
the corporation's request as a director, officer, partner, trustee, employee, or
agent of another domestic or foreign corporation, partnership, joint venture,
trust, employee benefit plan, or other entity against liability asserted against
or incurred by him or her in that capacity or arising from his or her status as
a director, officer, employee, or agent, whether or not the corporation would
have power to indemnify or advance expenses to him or her against the same
liability under this part.
 
14-2-859. APPLICATION OF PART.
 
     (a) A corporation may, by a provision in its articles of incorporation or
bylaws or in a resolution adopted or a contract approved by its board of
directors or shareholders, obligate itself in advance of the act or omission
giving rise to a proceeding to provide indemnification or advance funds to pay
for or reimburse expenses consistent with this part. Any such obligatory
provision shall be deemed to satisfy the requirements for authorization referred
to in subsection (c) of Code Section 14-2-853 or subsection (c) of Code Section
14-2-855. Any such provision that obligates the corporation to provide
indemnification to the fullest extent permitted by law shall be deemed to
obligate the corporation to advance funds to pay for or reimburse expenses in
accordance with Code Section 14-2-853 to the fullest extent permitted by law,
unless the provision specifically provides otherwise.
 
                                      II-5
<PAGE>   26
 
     (b) Any provision pursuant to subsection (a) of this Code section shall not
obligate the corporation to indemnify or advance expenses to a director of a
predecessor of the corporation, pertaining to conduct with respect to the
predecessor, unless otherwise specifically provided. Any provision for
indemnification or advance for expenses in the articles of incorporation,
bylaws, or a resolution of the board of directors or shareholders, partners, or,
in the case of limited liability companies, members or managers of a predecessor
of the corporation or other entity in a merger or in a contract to which the
predecessor is a party, existing at the time the merger takes effect, shall be
governed by paragraph (3) of subsection (a) of Code Section 14-2-1106.
 
     (c) A corporation may, by a provision in its articles of incorporation,
limit any of the rights to indemnification or advance for expenses created by or
pursuant to this part.
 
     (d) This part does not limit a corporation's power to pay or reimburse
expenses incurred by a director or an officer in connection with his or her
appearance as a witness in a proceeding at a time when he or she is not a party.
 
     (e) Except as expressly provided in Code Section 14-2-857, this part does
not limit a corporation's power to indemnify, advance expenses to, or provide or
maintain insurance on behalf of an employee or agent.
 
ARTICLES OF INCORPORATION AUTHORITY
 
     Article 14 of the Corporation's Articles of Incorporation provides:
 
          In addition to any powers provided by law, in the Bylaws, or
     otherwise, the Corporation shall have the power to indemnify any person who
     becomes a party or who is threatened to be made a party to any threatened,
     pending or completed action, suit or proceeding, whether civil, criminal,
     administrative or investigative (including any action by or in the right of
     the Corporation), by reason of the fact that he is or was a director,
     officer, employee or agent of the Corporation, or is or was serving at the
     request of the Corporation as a director, officer, employee or agent of
     another corporation, partnership, joint venture, trust or other enterprise.
 
BYLAW AUTHORITY
 
     Article VII of the Corporation's Bylaws provides:
 
     Section 1. DEFINITIONS.  As used in this Article, the term:
 
          (A) "Corporation" includes any domestic or foreign predecessor entity
     of this Corporation in a merger or other similar transaction in which the
     predecessor's existence ceased upon consummation of the transaction.
 
          (B) "Director" means an individual who is or was a director of the
     Corporation or an individual who, while a director of the Corporation, is
     or was serving at the Corporation's request as a director, officer,
     partner, trustee, employee, or agent of another foreign or domestic
     corporation, partnership, joint venture, trust, employee benefit plan, or
     other enterprise. A "director" is considered to be serving an employee
     benefit plan at the Corporation's request if his duties to the Corporation
     also impose duties on, or otherwise involve services by, him to the plan or
     to participants in or beneficiaries of the plan. "Director" includes,
     unless the context requires otherwise, the estate or personal
     representative of a director.
 
          (C) "Employee" means an individual who is or was an employee of the
     Corporation or an individual who, while an employee of the Corporation, is
     or was serving at the Corporation's request as a director, officer,
     partner, trustee, employee, or agent of another foreign or domestic
     corporation, partnership, joint venture, trust, employee benefit plan, or
     other enterprise. An "Employee" is considered to be serving an employee
     benefit plan at the Corporation's request if his duties to the Corporation
     also impose duties on, or otherwise involve services by, him to the plan or
     to participants in or beneficiaries of the plan. "Employee" includes,
     unless the context requires otherwise, the estate or personal
     representative of an employee.
 
                                      II-6
<PAGE>   27
 
          (D) "Expenses" includes attorneys' fees.
 
          (E) "Liability" means the obligation to pay a judgment, settlement,
     penalty, fine (including an excise tax assessed with respect to an employee
     benefit plan), or reasonable expenses incurred with respect to a
     proceeding.
 
          (F) "Officer" means an individual who is or was an officer of the
     Corporation which for purposes of this Article VII shall include an
     assistant officer, or an individual who, while an Officer of the
     Corporation, is or was serving at the Corporation's request as a director,
     officer, partner, trustee, employee, or agent of another foreign or
     domestic corporation, partnership, joint venture, trust, employee benefit
     plan, or other enterprise. An "Officer" is considered to be serving an
     employee benefit plan at the Corporation's request if his duties to the
     Corporation also impose duties on, or otherwise involve services by, him to
     the plan or to participants in or beneficiaries of the plan. "Officer"
     includes, unless the context requires otherwise, the estate or personal
     representative of an Officer.
 
          (G) "Party" includes an individual who was, is, or is threatened to be
     made a named defendant or respondent in a proceeding.
 
          (H) "Proceeding" means any threatened, pending or completed action,
     suit, or proceeding, whether civil, criminal, administrative, or
     investigative and whether formal or informal.
 
     Section 2. BASIC INDEMNIFICATION ARRANGEMENT.
 
          (A) Except as provided in subsections 2(D) and 2(E) below and, if
     required by Section 4 below, upon a determination pursuant to Section 4 in
     the specific case that such indemnification is permissible in the
     circumstances under this subsection because the individual has met the
     standard of conduct set forth in this subsection (A), the Corporation shall
     indemnify an individual who is made a party to a proceeding because he is
     or was a director or Officer against liability incurred by him in the
     proceeding if he acted in a manner he believed in good faith to be in or
     not opposed to the best interests of the Corporation and, in the case of
     any criminal proceeding, he had no reasonable cause to believe his conduct
     was unlawful.
 
          (B) A person's conduct with respect to an employee benefit plan for a
     purpose he believes in good faith to be in the interests of the
     participants in and beneficiaries of the plan is conduct that satisfies the
     requirement of subsection 2(A) above.
 
          (C) The termination of a proceeding by judgment, order, settlement, or
     conviction, or upon a plea of nolo contendere or its equivalent shall not,
     of itself, be determinative that the proposed indemnitee did not meet the
     standard of conduct set forth in subsection 2(A) above.
 
          (D) The Corporation shall not indemnify a person under this Article in
     connection with (i) a proceeding by or in the right of the Corporation in
     which such person was adjudged liable to the Corporation, or (ii) any other
     proceeding in which such person was adjudged liable on the basis that he
     improperly received a personal benefit.
 
          (E) Indemnification permitted under this Article in connection with a
     proceeding by or in the right of the Corporation is limited to reasonable
     expenses incurred in connection with the proceeding.
 
     Section 3. ADVANCES FOR EXPENSES.
 
          (A) The Corporation may pay for or reimburse the reasonable expenses
     incurred by a director or Officer as a party to a proceeding in advance of
     final disposition of the proceeding if: (i) such person furnishes the
     Corporation a written affirmation of his good faith belief that he has met
     the standard of conduct set forth in subsection 2(A) above; and (ii) such
     person furnishes the Corporation a written undertaking meeting the
     qualifications set forth below in subsection 3(B), executed personally or
     on his behalf, to repay any advances if it is ultimately determined that he
     is not entitled to any indemnification under this Article or otherwise.
 
                                      II-7
<PAGE>   28
 
          (B) The undertaking required by subsection 3(A)(ii) above must be an
     unlimited general obligation of the director or Officer but need not be
     secured and shall be accepted without reference to financial ability to
     make repayment.
 
     Section 4. AUTHORIZATION OF AND DETERMINATION OF ENTITLEMENT TO
INDEMNIFICATION.
 
          (A) The Corporation shall not indemnify a director or Officer under
     Section 2 above unless a separate determination has been made in the
     specific case that indemnification of such person is permissible in the
     circumstances because he has met the standard of conduct set forth in
     subsection 2(A) above; provided, however, that regardless of the result or
     absence of any such determination, and unless limited by the Articles of
     Incorporation of the Corporation, to the extent that a director or Officer
     has been successful, on the merits or otherwise, in the defense of any
     proceeding to which he was a party, or in defense of any claim, issue or
     matter therein, because he is or was a director or Officer, the Corporation
     shall indemnify such person against reasonable expenses incurred by him in
     connection therewith.
 
          (B) The determination referred to in subsection 4(A) above shall be
     made:
 
             (i) by the Board of Directors of the Corporation by majority vote
        of a quorum consisting of directors not at the time parties to the
        proceeding;
 
             (ii) If a quorum cannot be obtained under subdivision (i), by
        majority vote of a committee duly designated by the Board of Directors
        (in which designation directors who are parties may participate),
        consisting solely of two or more directors not at the time parties to
        the proceeding;
 
             (iii) by special legal counsel:
 
                (1) selected by the Board of Directors or its committee in the
           manner prescribed in subdivision (i) or (ii); or
 
                (2) if a quorum of the Board of Directors cannot be obtained
           under subdivision (i) and a committee cannot be designated under
           subdivision (ii), selected by a majority vote of the full Board of
           Directors (in which selection directors who are parties may
           participate); or
 
             (iv) by the shareholders; provided that shares owned by or voted
        under the control of the directors or Officers who are at the time
        parties to the proceeding may not be voted on the determination.
 
          (C) Evaluation as to reasonableness of expenses of a director or
     Officer in the specific case shall be made in the same manner as the
     determination that indemnification is permissible, as described in
     subsection 4(B) above, except that if the determination is made by special
     legal counsel, evaluation as to reasonableness of expenses shall be made by
     those entitled under subsection 4(B)(iii) above to select counsel.
 
          (D) The Board of Directors, a committee thereof, or special legal
     counsel acting pursuant to subsection (B) above or Section 5 below, shall
     act expeditiously upon an application for indemnification or advances, and
     cooperate in the procedural steps required to obtain a judicial
     determination under Section 5 below.
 
     Section 5. COURT-ORDERED INDEMNIFICATION AND ADVANCES FOR EXPENSES.  A
director or Officer who is a party to a proceeding may apply for indemnification
or advances for expenses to the court conducting the proceeding or to another
court of competent jurisdiction. On receipt of an application, the court, after
giving any notice the court considers necessary, may order indemnification or
advances for expenses if it determines that:
 
          (i) The applicant is entitled to mandatory indemnification under the
     final clause of subsection 4(A) above (in which case the Corporation shall
     pay the indemnitee's reasonable expenses incurred to obtain court-ordered
     indemnification);
 
          (ii) The applicant is fairly and reasonably entitled to
     indemnification in view of all the relevant circumstances, whether or not
     he met the standard of conduct set forth in subsection 2(A) above or was
 
                                      II-8
<PAGE>   29
 
     adjudged liable as described in subsection 2(D) above (but if he was
     adjudged so liable, any court-ordered indemnification shall be limited to
     reasonable expenses incurred by the indemnitee unless the Articles of
     Incorporation of the Corporation or a Bylaw, contract or resolution
     approved or ratified by shareholders pursuant to Section 7 below provides
     otherwise); or
 
          (iii) In the case of advances for expenses, the applicant is entitled,
     pursuant to the Articles of Incorporation, Bylaws or any applicable
     resolution or agreement, to payment or reimbursement of his reasonable
     expenses incurred as a party to a proceeding in advance of final
     disposition of the proceeding.
 
     Section 6. INDEMNIFICATION OF EMPLOYEES.  Unless the Corporation's Articles
of Incorporation provide otherwise, the Corporation shall indemnify and advance
expenses under this Article to an employee of the Corporation who is not a
director or Officer to the same extent as to a director or Officer.
 
     Section 7. SHAREHOLDER APPROVED INDEMNIFICATION.
 
          (A) If authorized by the Articles of Incorporation or a Bylaw,
     contract or resolution approved or ratified by shareholders of the
     Corporation by a majority of the votes entitled to be cast, the Corporation
     may indemnify or obligate itself to indemnify a person made a party to a
     proceeding, including a proceeding brought by or in the right of the
     Corporation, without regard to the limitations in other sections of this
     Article. The Corporation shall not indemnify a person under this Section 7
     for any liability incurred in a proceeding in which the person is adjudged
     liable to the Corporation or is subjected to injunctive relief in favor of
     the Corporation:
 
             (i) for any appropriation, in violation of his duties, of any
        business opportunity of the Corporation;
 
             (ii) for acts or omissions which involve intentional misconduct or
        a knowing violation of law;
 
             (iii) for the types of liability set forth in Section 14-2-832 of
        the Georgia Business Corporation Code; or
 
             (iv) for any transaction from which he received an improper
        personal benefit.
 
          (B) Where approved or authorized in the manner described in subsection
     7(A) above, the Corporation may advance or reimburse expenses incurred in
     advance of final disposition of the proceedings only if:
 
             (i) the proposed indemnitee furnishes the Corporation a written
        affirmation of his good faith belief that his conduct does not
        constitute behavior of the kind described in subsection 7(A)(i)-(iv)
        above; and
 
             (ii) the proposed indemnitee furnishes the Corporation a written
        undertaking, executed personally, or on his behalf, to repay any
        advances if it is ultimately determined that he is not entitled to
        indemnification.
 
     Section 8. LIABILITY INSURANCE.  The Corporation may purchase and maintain
insurance on behalf of a director or officer, employee, or agent of the
Corporation or who, while a director, officer, employee, or agent of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise against liability asserted against or incurred by him in that
capacity or arising from his status as a director, officer, employee, or agent,
whether or not the Corporation would have power to indemnify against the same
liability under Section 2 or Section 3 above.
 
     Section 9. WITNESS FEES.  Nothing in this Article shall limit the
Corporation's power to pay or reimburse expenses incurred by a person in
connection with his appearance as a witness in a proceeding at a time when he
has not been made a named defendant or respondent in the proceeding.
 
     Section 10. REPORT TO SHAREHOLDERS.  If the Corporation indemnifies or
advances expenses to a director in connection with a proceeding by or in the
right of the Corporation, the Corporation shall report the
 
                                      II-9
<PAGE>   30
 
indemnification or advance, in writing, to shareholders with or before the
notice of the next shareholders' meeting.
 
     Section 11. SEVERABILITY.  In the event that any of the provisions of this
Article (including any provision within a single section, subsection, division
or sentence) is held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, the remaining provisions of this Article shall remain
enforceable to the fullest extent permitted by law.
 
     The Registrant has purchased a policy of directors and officers liability
(including company reimbursement coverage) insurance that provides certain
coverage for the Registrant and its subsidiaries and their respective directors
and officers with respect to, among other things, liability under federal and
state securities laws.
 
ITEM 16. EXHIBITS.
 
<TABLE>
<CAPTION>
EXHIBIT                                         DESCRIPTION
- -------     -----------------------------------------------------------------------------------
<C>         <S>
   1        Form of Underwriting Agreement (incorporated by reference to Exhibit 1 to the
            Corporation's Registration Statement on Form S-3 (Registration No. 333-01719),
            filed with the Commission on March 14, 1996).
   4.1      Indenture, dated as of May 1, 1993 between the Corporation and PNC Bank, National
            Association, as Trustee (incorporated by reference to Exhibit 4(a) to the
            Corporation's Registration Statement on Form S-3 (Registration No. 33-62162), filed
            with the Commission on May 5, 1993).
   4.2      Indenture, dated as of May 1, 1993 between the Corporation and The First National
            Bank of Chicago, as Trustee (incorporated by reference to Exhibit 4(b) to the
            Corporation's Registration Statement on Form S-3 (Registration No. 33-62162), filed
            with the Commission on May 5, 1993).
   5        Opinion of Raymond D. Fortin, Counsel of the Corporation, as to the legality of the
            securities being registered.
  12        Statement setting forth computation of ratios of earnings to fixed charges.
  23.1      Consent of Arthur Andersen LLP.
  23.2      Consent of Raymond D. Fortin, Counsel of the Corporation (included in Exhibit 5).
  24        Powers of Attorney of the Corporation's Directors (included on Page II-12).
  25.1      Statement of eligibility of PNC Bank, National Association, as Trustee on Form T-1.
  25.2      Statement of eligibility of The First National Bank of Chicago, as Trustee on Form
            T-1.
</TABLE>
 
ITEM 17. UNDERTAKINGS.
 
     (a) The undersigned Registrant hereby undertakes:
 
          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:
 
             (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;
 
             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar volume of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume or price represent no more than a 20% change in the
        maximum aggregate offering
 
                                      II-10
<PAGE>   31
 
        price set forth in the "Calculation of Registration Fee" table in the
        effective registration statement; and
 
             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement;
 
     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed by the Registrant
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in the registration statement.
 
          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.
 
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
 
     (c) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this registration statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
of 1933 shall be deemed to be part of the registration statement as of the time
it was declared effective.
 
     (d) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
 
     (e) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
 
                                      II-11
<PAGE>   32
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, SunTrust Banks,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on the 13th day of August,
1996.
 
                                          SUNTRUST BANKS, INC.
 
                                          By: /s/  JAMES B. WILLIAMS
                                            ------------------------------------
                                            James B. Williams
                                            Chairman of the Board and
                                            Chief Executive Officer
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below constitutes and appoints JAMES B.
WILLIAMS, Chairman of the Board, Chief Executive Officer and a Director of the
Corporation, JOHN W. SPIEGEL, Executive Vice President and Chief Financial
Officer of the Corporation, RAYMOND D. FORTIN, Secretary of the Corporation, or
any one of them, his true and lawful attorney for him and in his name for the
purpose of executing on his behalf (i) any amendments or supplements to this
Registration Statement or to the Corporation's Registration Statement on Form
S-3 (Registration No. 333-01719) or any related registration statement filed
pursuant to Rule 462(b) of the Securities Act of 1933; (ii) any application for
registration or qualification (or exemption therefrom) of such debt securities
under the Blue Sky or other federal or state securities laws and regulations;
and (iii) any other document or instrument deemed necessary or appropriate by
any of them in connection with such application for registration or
qualification (or exemption therefrom); and for the purpose of causing any such
registration statement or any subsequent amendment or supplement to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, together with all exhibits
thereto and other documents in connection therewith.
 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
 
<TABLE>
<CAPTION>
               SIGNATURE                                 TITLE                       DATE
- ----------------------------------------  -----------------------------------  ----------------
<C>                                       <S>                                  <C>
           /s/  JAMES B. WILLIAMS         Chairman of the Board and Chief      August 13, 1996
- ----------------------------------------    Executive Officer
           James B. Williams

           /s/  L. PHILLIP HUMANN         President and Director               August 13, 1996
- ----------------------------------------
           L. Phillip Humann

             /s/  JOHN W. SPIEGEL         Executive Vice President and Chief   August 13, 1996
- ----------------------------------------    Financial Officer
            John W. Spiegel

       /s/  WILLIAM P. O'HALLORAN         Senior Vice President and Chief      August 13, 1996
- ----------------------------------------    Accounting Officer
         William P. O'Halloran
</TABLE>
 
                                      II-12
<PAGE>   33
 
<TABLE>
<CAPTION>
               SIGNATURE                                 TITLE                       DATE
- ----------------------------------------  -----------------------------------  ----------------
<C>                                       <S>                                  <C>
             /s/  J. HYATT BROWN          Director                             August 13, 1996
- ----------------------------------------
             J. Hyatt Brown

          /s/  JAMES D. CAMP, JR.         Director                             August 13, 1996
- ----------------------------------------
           James D. Camp, Jr.

             /s/  A. W. DAHLBERG          Director                             August 13, 1996
- ----------------------------------------
             A. W. Dahlberg

         /s/  ROBERTO C. GOIZUETA         Director                             August 13, 1996
- ----------------------------------------
          Roberto C. Goizueta

       /s/  T. MARSHALL HAHN, JR.         Director                             August 13, 1996
- ----------------------------------------
         T. Marshall Hahn, Jr.

            /s/  DAVID H. HUGHES          Director                             August 13, 1996
- ----------------------------------------
            David H. Hughes

        /s/  JOSEPH L. LANIER, JR.        Director                             August 13, 1996
- ----------------------------------------
         Joseph L. Lanier, Jr.

              /s/  H. G. PATTILLO         Director                             August 13, 1996
- ----------------------------------------
             H. G. Pattillo

             /s/  LARRY L. PRINCE         Director                             August 13, 1996
- ----------------------------------------
            Larry L. Prince

       /s/  SCOTT L. PROBASCO, JR.        Director                             August 13, 1996
- ----------------------------------------
         Scott L. Probasco, Jr.

           /s/  JAMES H. WILLIAMS         Director                             August 13, 1996
- ----------------------------------------
           James H. Williams
</TABLE>
 
                                      II-13
<PAGE>   34
 
                               INDEX TO EXHIBITS
 
<TABLE>
<CAPTION>
                                                                                     SEQUENTIALLY
EXHIBIT                                                                                NUMBERED
NUMBER                               DESCRIPTION OF EXHIBITS                             PAGE
- ------         --------------------------------------------------------------------  ------------
<C>            <S>                                                                   <C>
    1          Form of Underwriting Agreement (incorporated by reference to Exhibit
                  1 to the Corporation's Registration Statement on Form S-3
                  (Registration No. 333-01719), filed with the Commission on March
                  14, 1996).
  4.1          Indenture, dated as of May 1, 1993 between the Corporation and PNC
                  Bank, National Association, as Trustee (incorporated by reference
                  to Exhibit 4(a) to the Corporation's Registration Statement on
                  Form S-3 (Registration No. 33-62162), filed with the Commission
                  on May 5, 1993).
  4.2          Indenture, dated as of May 1, 1993 between the Corporation and The
                  First National Bank of Chicago, as Trustee (incorporated by
                  reference to Exhibit 4(b) to the Corporation's Registration
                  Statement on Form S-3 (Registration No. 33-62162), filed with the
                  Commission on May 5, 1993).
    5          Opinion of Raymond D. Fortin, Counsel of the Corporation, as to the
                  legality of the securities being registered.
   12          Statement setting forth computation of ratios of earnings to fixed
                  charges.
 23.1          Consent of Arthur Andersen LLP.
 23.2          Consent of Raymond D. Fortin, Counsel of the Corporation (included
                  in Exhibit 5).
   24          Powers of Attorney of the Corporation's Directors (included on Page
                  II-12).
 25.1          Statement of eligibility of PNC Bank, National Association, as
                  Trustee on Form T-1.
 25.2          Statement of eligibility of The First National Bank of Chicago, as
                  Trustee on Form T-1.
</TABLE>

<PAGE>   1
 
                                                                       EXHIBIT 5
 
                                  [LETTERHEAD]
 
                                August 14, 1996
 
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
 
     Re: Registration of $500,000,000 of Debt Securities
 
Gentlemen:
 
     I am the Senior Vice President -- Legal for SunTrust Banks, Inc., a Georgia
corporation ("SunTrust"), and I have acted in such capacity in connection with
the filing by SunTrust under the Securities Act of 1933 (the "Act"), and the
rules and regulations of the Securities and Exchange Commission (the
"Commission") thereunder, of its Registration Statement on Form S-3 and
Post-Effective Amendment No. 1 to Registration Statement No. 333-01719 relating
to $500,000,000 aggregate principal amount of either (i) Senior Debt Securities
of SunTrust (the "Senior Debt Securities"), to be issued pursuant to that
certain Indenture (the "Senior Indenture"), dated as of May 1, 1993, between
SunTrust and PNC Bank, National Association, as Trustee (the "Senior Trustee")
or (ii) Subordinated Debt Securities of SunTrust (the "Subordinated Debt
Securities"), to be issued pursuant to that certain Indenture (the "Subordinated
Indenture"), dated as of May 1, 1993, between SunTrust and The First National
Bank of Chicago, as Trustee (the "Subordinated Trustee").
 
     In so acting, I have examined and relied upon the accuracy of original,
certified, conformed or photographic copies of such records, agreements,
certificates and other documents as I have deemed necessary or appropriate to
enable me to render the opinions set forth below. In all such examinations, I
have assumed the genuineness of signatures on original documents and the
conformity to such original documents of all copies submitted to me as
certified, conformed or photographic copies and, as to certificates of public
officials, I have assumed the same to have been properly given and to be
accurate.
 
     Based upon the foregoing, I am of the opinion that:
 
          (i) SunTrust has been duly incorporated and is validly existing as a
     corporation in good standing under the laws of the State of Georgia;
 
          (ii) The Senior Indenture has been duly executed and delivered by
     SunTrust, is validly authorized and constitutes the valid and binding
     obligation of SunTrust in accordance with its terms (subject, as to
     enforcement of remedies, to applicable bankruptcy, reorganization,
     insolvency, moratorium or other laws affecting creditors' rights generally
     from time to time in effect and, as to rights of acceleration and the
     enforcement of remedies, to general principles of equity);
 
          (iii) The Subordinated Indenture has been duly executed and delivered
     by SunTrust, is validly authorized and constitutes the valid and binding
     obligation of SunTrust in accordance with its terms (subject, as to
     enforcement of remedies, to applicable bankruptcy, reorganization,
     insolvency, moratorium or other laws affecting creditors' rights generally
     from time to time in effect and, as to rights of acceleration and the
     enforcement of remedies, to general principles of equity);
<PAGE>   2
 
          (iv) The Senior Debt Securities, when duly authorized by SunTrust,
     executed and delivered on behalf of SunTrust, authenticated by the Senior
     Trustee under the Senior Indenture and sold by SunTrust, will be validly
     issued, will constitute valid and binding obligations of SunTrust in
     accordance with their terms (subject, as to enforcement of remedies, to
     applicable bankruptcy, reorganization, insolvency, moratorium or other laws
     affecting creditors' rights generally from time to time in effect and, as
     to rights of acceleration and the enforcement of remedies, to general
     principles of equity) and will be entitled to the benefits of the Senior
     Indenture in accordance with their terms and the terms of the Senior
     Indenture subject as aforesaid; and
 
          (v) The Subordinated Debt Securities, when duly authorized by
     SunTrust, executed and delivered on behalf of SunTrust, authenticated by
     the Subordinated Trustee under the Subordinated Indenture and sold by
     SunTrust, will be validly issued, will constitute valid and binding
     obligations of SunTrust in accordance with their terms (subject, as to
     enforcement of remedies, to applicable bankruptcy, reorganization,
     insolvency, moratorium or other laws affecting creditors' rights generally
     from time to time in effect and, as to rights of acceleration and the
     enforcement of remedies, to general principles of equity) and will be
     entitled to the benefits of the Subordinated Indenture in accordance with
     their terms and the terms of the Subordinated Indenture subject as
     aforesaid.
 
     I consent to the filing of this opinion as an exhibit to SunTrust's
Registration Statement on Form S-3 and to the reference to me under the caption
"Legal Matters" in the Prospectus that forms a part thereof.
 
                                          Sincerely,
 
                                          /s/ RAYMOND D. FORTIN
                                          --------------------------------------
                                          Raymond D. Fortin
                                          Senior Vice President -- Legal
 
                                        2

<PAGE>   1
 
                                                                      EXHIBIT 12
 
                              SUNTRUST BANKS, INC.
 
                       RATIO OF EARNINGS TO FIXED CHARGES
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                      SIX MONTHS ENDED JUNE
                                               30,                                YEAR ENDED DECEMBER 31,
                                     -----------------------   --------------------------------------------------------------
                                        1996         1995         1995         1994         1993         1992         1991
                                     ----------   ----------   ----------   ----------   ----------   ----------   ----------
<S>                                  <C>          <C>          <C>          <C>          <C>          <C>          <C>
RATIO 1 -- INCLUDING DEPOSIT
  INTEREST
Earnings:
  Income before income taxes.......  $  435,590   $  417,977   $  825,925   $  781,965   $  700,662   $  575,768   $  514,139
  Fixed charges....................     718,850      664,701    1,363,702      946,283      804,281      988,111    1,480,435
                                     ----------   ----------   ----------   ----------   ----------   ----------   ----------
         Total.....................  $1,154,440   $1,082,678   $2,189,627   $1,728,248   $1,504,943   $1,563,879   $1,994,574
                                     ==========   ==========   ==========   ==========   ==========   ==========   ==========
Fixed charges:
  Interest on deposits.............     537,828      487,608      988,725      704,803      632,307      832,372    1,270,435
  Interest on funds purchased......     110,417      111,581      239,080      122,055       87,900       87,038      135,314
  Interest on other short-term
    borrowings.....................      26,676       26,036       54,843       42,519       21,623        7,027       10,104
  Interest on long-term debt.......      36,661       33,344       68,114       63,119       48,839       48,560       47,664
  Portion of rents representative
    of the interest factor ( 1/3)
    of rental expense..............       7,268        6,132       12,940       13,787       13,612       13,114       16,918
                                     ----------   ----------   ----------   ----------   ----------   ----------   ----------
         Total.....................  $  718,850   $  664,701   $1,363,702   $  946,283   $  804,281   $  988,111   $1,480,435
                                     ==========   ==========   ==========   ==========   ==========   ==========   ==========
Earnings to fixed charges..........        1.61x        1.63x        1.61x        1.83x        1.87x        1.58x        1.35x
RATIO 2 -- EXCLUDING DEPOSIT
  INTEREST
Earnings:
  Income before income taxes.......  $  435,590   $  417,977   $  825,925   $  781,965   $  700,662   $  575,768   $  514,139
  Fixed charges....................     181,022      177,093      374,977      241,480      171,974      155,739      210,000
                                     ----------   ----------   ----------   ----------   ----------   ----------   ----------
         Total.....................  $  616,612   $  595,070   $1,200,902   $1,023,445   $  872,636   $  731,507   $  724,139
                                     ==========   ==========   ==========   ==========   ==========   ==========   ==========
Fixed charges:
  Interest on funds purchased......     110,417      111,581      239,080      122,055       87,900       87,038      135,314
  Interest on other short-term
    borrowings.....................      26,676       26,036       54,843       42,519       21,623        7,027       10,104
  Interest on long-term debt.......      36,661       33,344       68,114       63,119       48,839       48,560       47,664
  Portion of rents representative
    of the interest factor ( 1/3)
    of rental expense..............       7,268        6,132       12,940       13,787       13,612       13,114       16,918
                                     ----------   ----------   ----------   ----------   ----------   ----------   ----------
         Total.....................  $  181,022   $  177,093   $  374,977   $  241,480   $  171,974   $  155,739   $  210,000
                                     ==========   ==========   ==========   ==========   ==========   ==========   ==========
Earnings to fixed charges..........        3.41x        3.36x        3.20x        4.24x        5.07x        4.70x        3.45x
</TABLE>

<PAGE>   1
 
                                                                    EXHIBIT 23.1
 
                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
     As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 2, 1996
incorporated by reference in SunTrust Banks, Inc.'s Form 10-K for the year ended
December 31, 1995 and to all references to our Firm included in this
registration statement.
 
                                          /s/ ARTHUR ANDERSEN LLP
                                          --------------------------------------
                                          ARTHUR ANDERSEN LLP
 
Atlanta, Georgia
August 14, 1996

<PAGE>   1
 
                                                                    EXHIBIT 25.1
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                    FORM T-1
                            STATEMENT OF ELIGIBILITY
                     UNDER THE TRUST INDENTURE ACT OF 1939
                 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
 
                CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
                 OF A TRUSTEE PURSUANT TO SECTION 305(B)(2) /X/
 
                             ---------------------
 
                         PNC BANK, NATIONAL ASSOCIATION
              (EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                           <C>
                NOT APPLICABLE                                  25-1197336
      (JURISDICTION OF INCORPORATION OR                      (I.R.S. EMPLOYER
  ORGANIZATION IF NOT A U.S. NATIONAL BANK)                IDENTIFICATION NO.)

 ONE PNC PLAZA, FIFTH AVENUE AND WOOD STREET,                     15222
           PITTSBURGH, PENNSYLVANIA                             (ZIP CODE)
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
 
                          F. J. DERAMO, VICE PRESIDENT
                         PNC BANK, NATIONAL ASSOCIATION
                          27TH FLOOR, ONE OLIVER PLAZA
                         PITTSBURGH, PENNSYLVANIA 15222
                                 (412) 762-3666
           (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
 
                             ---------------------
 
                              SUNTRUST BANKS, INC.
              (EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                           <C>
                   GEORGIA                                      58-1575035
       (STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)

          303 PEACHTREE STREET, N.E.
               ATLANTA, GEORGIA                                   30308
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)
</TABLE>
 
                                DEBT SECURITIES
                      (TITLE OF THE INDENTURE SECURITIES)
<PAGE>   2
 
ITEM 1.
 
     GENERAL INFORMATION.  FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
 
          (A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
     WHICH IT IS SUBJECT.
 
             Comptroller of the Currency, Washington, D.C., Federal Reserve Bank
        of Cleveland, Cleveland, Ohio, Federal Deposit Insurance Corporation,
        Washington, D.C.
 
          (B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
 
             Yes. (See Exhibit T-1-3)
 
ITEM 2.
 
     AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS.  IF THE OBLIGOR OR ANY
UNDERWRITER FOR THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
 
          Neither the obligor nor any underwriter for the obligor is an
     affiliate of the trustee.
 
ITEM 3 THROUGH ITEM 14.
 
     The issuer currently is not in default under any of its outstanding
securities for which PNC Bank, National Association is trustee. Accordingly,
responses to Items 3 through 14 of Form T-1 are not required pursuant to Form
T-1 General Instructions B.
 
ITEM 15.
 
     FOREIGN TRUSTEE.  IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE FOREIGN
TRUSTEE IS AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER THE INDENTURES QUALIFIED OR
TO BE QUALIFIED UNDER THE ACT.
 
          Not applicable (trustee is not a foreign trustee).
 
ITEM 16.
 
     LIST OF EXHIBITS.  LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT
OF ELIGIBILITY.
 
<TABLE>
<S>             <C>   <C>
Exhibit T-1-1    --   Articles of Association of the trustee, with all amendments
                      thereto, as presently in effect, filed as Exhibit 1 to Trustee's
                      Statement of Eligibility and Qualification, Registration No.
                      33-58107 and incorporated herein by reference.
Exhibit T-1-2    --   Copy of Certificate of the Authority of the Trustee to Commence
                      Business, filed as Exhibit 2 to Trustee's Statement of Eligibility
                      and Qualification, Registration No. 2-58789 and incorporated
                      herein by reference.
Exhibit T-1-3    --   Copy of Certificate as to Authority of the Trustee to Exercise
                      Trust Powers, filed as Exhibit 3 to Trustee's Statement of
                      Eligibility and Qualification, Registration No. 2-58789, and
                      incorporated herein by reference.
Exhibit T-1-4    --   The By-Laws of the trustee, as presently in effect.
Exhibit T-1-5    --   The consent of the trustee required by Section 321(b) of the Act.
Exhibit T-1-6    --   The copy of the Balance Sheet taken from the latest Report of
                      Condition of the trustee published in response to call made by
                      Comptroller of the Currency under Section 5211 U.S. Revised
                      Statutes.
</TABLE>
 
                                        1
<PAGE>   3
 
                                      NOTE
 
     The answers to this statement, insofar as such answers relate to (a) what
persons have been underwriters for any securities of the obligor within three
years prior to the date of filing this statement, or are owners of 10% or more
of the voting securities of the obligor, or are affiliates or directors or
executive officers of the obligor, and (b) the voting securities of the trustee
owned beneficially by the obligor and each director and executive officer of the
obligor, are based upon information furnished to the trustee by the obligor and
also, in the case of (b) above, upon an examination of the trustee's records.
While the trustee has no reason to doubt the accuracy of any such information
furnished by the obligor, it cannot accept any responsibility therefor.
 
                      ------------------------------------
 
                         Signature appears on next page
 
                                        2
<PAGE>   4
 
                                   SIGNATURE
 
     Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, PNC Bank, National Association, a corporation organized and existing
under the laws of the United States of America, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Pittsburgh, and Commonwealth of Pennsylvania on
August 13, 1996.
 
                                          PNC BANK, NATIONAL ASSOCIATION
                                          (Trustee)
 
                                          By        /s/  F.J. DERAMO
                                             ----------------------------
                                                        F.J. Deramo
                                                       Vice President
<PAGE>   5
 
                                                                   EXHIBIT T-1-4
 
                         PNC BANK, NATIONAL ASSOCIATION
                                    BY-LAWS
                   (AS AMENDED AND RESTATED ON APRIL 9, 1996)
 
                                   ARTICLE I.
 
                            MEETINGS OF SHAREHOLDERS
 
     Section 1. Annual Meeting.  The annual meeting of the shareholders of the
Bank for the election of Directors and the transaction of all other business
that may properly come before the meeting shall be held at the Pittsburgh
National Building or other convenient place selected by the Directors, on the
Tuesday that next follows the annual meeting of the shareholders of PNC Bank
Corp. If for any reason no such election of Directors is made on that day, the
Board of Directors shall order the election to be held on some subsequent day,
as soon thereafter as practicable.
 
     Section 2. Special Meetings.  Special meetings of the shareholders shall be
held when called by the Board of Directors or when called in writing by one or
more shareholders owning in the aggregate not less than ten per centum of the
outstanding shares of stock of the Bank.
 
     Section 3. Notice and Record Date.  Notice of shareholders' meetings shall
be given in the manner set forth in Article VIII, Section 5, not less than ten
days nor more than sixty prior to the meeting. The Board of Directors may fix a
date not less than ten nor more than forty days prior to the annual meeting or
any special meeting of the shareholders as the record date for the determination
of shareholders entitled to notice of and to vote at any such meeting, or any
adjournment thereof, and only shareholders of record on the date so fixed shall
be entitled to notice of and to vote at any meeting, or any adjournment thereof.
In no event shall the record date as fixed by the Board of Directors be prior to
the date on which the action is taken fixing such record date.
 
     Section 4. Quorum, Shareholder Action.  A majority of the shares
outstanding represented in person or by proxy shall constitute a quorum. Less
than a quorum may adjourn any meeting from time to time and the meeting may be
held as adjourned without further notice. A majority of the votes cast shall
decide every question or matter submitted to the shareholders at any duly
convened meeting unless otherwise provided by law. Shareholders may vote in
person or by proxy duly authorized in writing, but no officer or employee of the
Bank may act as proxy.
 
     Section 5. Written Action of Shareholders.  Any action which may be taken
at a meeting of the shareholders of the Bank may be taken without a meeting if a
consent in writing setting forth the action so taken, signed by all the
shareholders who would be entitled to vote at a meeting for such purpose, and
such written consent shall be filed with the Secretary of the Bank.
 
                                  ARTICLE II.
 
                                   DIRECTORS
 
     Section 1. Board of Directors.  The Board of Directors shall have the power
to manage and administer the business and affairs of the Bank. Except as
expressly limited by law, all corporate powers of the Bank shall be vested in
and may be exercised by the Board of Directors.
 
     Section 2. Number.  The Board of Directors shall consist of not less than
five nor more than twenty-five individuals, the exact number within such minimum
and maximum limits to be fixed and determined from time to time by resolution of
a majority of the Board or by resolution of a majority of the shareholders.
Between annual meetings of shareholders, the Board of Directors, by vote of a
majority of the Board, may increase the membership of the Board, within the
maximum above prescribed, by not more than four members and, by like vote,
appoint individuals to fill the vacancies created thereby.
 
                                        1
<PAGE>   6
 
     Section 3. Election; Term of Office.  The Board of Directors shall be
elected at each annual meeting of the shareholders. Each Director shall hold
office from the time of his election and his qualification to serve as such and
until the election and qualification of his successor or until such Director's
earlier death, resignation, disqualification or removal.
 
     Section 4. Organizational Meeting.  A meeting of the Board of Directors for
the purpose of organizing the new Board, appointing the officers of the Bank for
the ensuing year and transaction other business shall be held without notice
immediately following the annual election of the Directors or as soon thereafter
as is practicable at such time and place as the Secretary may designate.
 
     Section 5. Regular Meetings.  The regular meetings of the Board of
Directors shall be held, without notice, at such times and places as the Board
of Directors shall by resolution determine.
 
     Section 6. Special Meetings.  Special meetings of the Board of Directors
may be called by the Chairman of the Board or the President and shall be called
at the request of any three Directors. Notice of special meetings shall be given
in the manner set forth in Article VIII, Section 5.
 
     Section 7. Quorum; Board Action.  A majority of the Directors then in
office shall constitute a quorum for the transaction of business at any meeting.
Unless otherwise provided by law, any action of the Board of Directors may be
taken upon the affirmative vote of a majority of the Directors present at a duly
convened meeting.
 
     Section 8. Vacancies.  Any vacancy in the Board of Directors may be filled
by appointment by a majority of the remaining Directors at any regular meeting
or at a special meeting called for that purpose.
 
     Section 9. Participation Other Than By Attendance.  To the extent permitted
by law, any Director may participate in any regular or special meeting of the
Board of Directors or of any committee of the Board of Directors by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting are able to hear each other.
 
     Section 10. Written Action of Directors.  Any action which may be taken by
the Directors at a duly convened meeting may be taken upon the unanimous written
consent of the Directors.
 
     Section 11. Compensation.  Each director, advisory director, and member of
an Advisory Board of a branch office, who is not a salaried officer, shall
receive compensation in such amount and in such manner as the Board of Directors
may from time to time determine.
 
     Section 12. Resignation; Removal.  Any Director may resign by submitting
his resignation to the Chief Executive Officer, the Chairman, the President or
the Secretary. Such resignation shall become effective upon its submission or at
any later time specified. Any Director may be removed from office by action of
the shareholders or the Board taken in accordance with applicable law.
 
     Section 13. Personal Liability for Monetary Damages.  (a) To the fullest
extent permitted by applicable law, each Director shall be indemnified and held
harmless by the Bank for all actions taken by him or her and for all failures to
take action to the fullest extent permitted by Pennsylvania law against all
expense, liability and loss (including without limitation attorneys' fees,
judgments, fines, taxes, penalties, and amounts paid or to be paid in
settlement) reasonably incurred or suffered by him or her. No indemnification
pursuant to this Section 13 shall be made, however, in any case where the act or
failure to act giving rise to the claim for indemnification is determined by a
court of competent jurisdiction to have constituted willful misconduct or
recklessness.
 
     (b) This Section 13 shall not apply to any administrative proceeding or
action instituted by a federal Bank regulatory agency which proceeding or action
results in a final order assessing civil money penalties or requiring
affirmative action by the Director in the form of making payments to the Bank.
 
     (c) The provisions of this Section 13 shall be deemed to be a contract with
each Director of the Bank who serves as such at any time while this Section 13
is in effect and each such Director shall be deemed to be doing so in reliance
on the provisions of this Section 13. Any amendment or repeal of this Section 13
or adoption of any other provision of the By-Laws or the Articles of the
Association which has the effect of
 
                                        2
<PAGE>   7
 
increasing Director liability shall operate prospectively only and shall not
affect any action taken, or any failure to act, prior to the adoption of such
amendment, repeal or other provision.
 
     Section 14. Corporate Governance Procedures.  The Board of directors and
each committee thereof shall have the authority to adopt or otherwise avail
itself of such corporate governance procedures as may be included from time to
time in the Pennsylvania Business Corporation Law of 1988, provided that any
such procedure complies with, or is not inconsistent with, applicable federal
banking statutes and regulations, and safe and sound banking practices.
 
                                  ARTICLE III.
 
                                   COMMITTEES
 
     Section 1. Appointment; Powers.  In addition to the Committees described in
this Article III, the Board may appoint one or more standing or temporary
committees consisting of two or more Directors. The Board may invest such
committees with such power and authority, subject to such conditions, as it may
see fit.
 
     Section 2. Executive Committee.  The Board may appoint from among its
members an Executive Committee which, to the maximum extent permitted by law or
as otherwise provided herein shall have and exercise in the intervals between
the meetings of the Board of Directors all the powers of the Board of Directors.
All acts done and powers conferred by the Executive Committee from time to time
shall be deemed to be, and may be certified as being, done and conferred under
authority of the Board of Directors. Four directors shall constitute a quorum
regardless of whether the directors present shall have been formally appointed
to the Executive Committee, and the action of a majority of the directors
present at a meeting, unless a majority of such Directors are officers of the
Bank, shall decide any matter or question submitted to the Executive Committee.
 
     Section 3. Examining Committee.  The Board shall appoint from among its
members an Examining Committee which shall be composed of not less than three
directors, none of whom shall be officers of the Bank. The Board of Directors
shall select a Chairman from the Committee's membership and the Committee may
appoint a Secretary who need not be a director. The Committee shall meet on call
of its Chairman. The duties and responsibilities of the Committee shall be as
required by law and as assigned from time to time by the Board of Directors.
 
     Section 4. CRA Policy Committee.  The Board of Directors shall appoint from
among its members a Community Reinvestment Act Policy Committee which shall
consist of not less than three directors, and such other officers who shall from
time to time be appointed by the Board of Directors. The duties and
responsibilities of the Committee shall be as assigned from time to time by the
Board of Directors.
 
     Section 5. Personnel and Compensation Committee.  The Board may appoint
from among its members a Personnel and Compensation Committee. The duties and
responsibilities of the Committee shall be as assigned by the Board of
Directors.
 
     Section 6. Nominating Committee.  The Board may appoint from among its
members a Nominating Committee. The duties and responsibilities of the Committee
shall be as assigned by the Board of Directors.
 
     Section 7. Fiduciary Committee.  The Board may appoint from among its
members a Fiduciary Committee. The duties and responsibilities of the Committee
shall be as assigned by the Board of Directors.
 
     Section 8. Credit Committee.  The Board may appoint from among its members
a Credit Committee. The duties and responsibilities of the Committee shall be as
assigned by the Board of Directors.
 
     Section 9. Asset and Liability Management Committee.  The Board may appoint
from among its members an Asset and Liability Management Committee. The duties
and responsibilities of the Committee shall be as assigned by the Board of
Directors.
 
     Section 10. Organization.  All committees shall determine their own
organization, procedures and times and places of meeting, unless otherwise
directed by the Board and except as otherwise provided in these
 
                                        3
<PAGE>   8
 
By-Laws. A majority of the Directors appointed to a committee shall constitute a
quorum for the transaction of business at any meeting unless as otherwise
provided in these By-Laws. In the case of committees with an even number of
Directors appointed to the committees, one-half of the Directors shall
constitute a quorum. Unless otherwise prevented by law or by the procedures
established by the committee, any action of a committee may be taken upon the
affirmative vote of a majority or one-half, as the case may be, of the Directors
present at a duly convened meeting or upon the unanimous written consent of all
Director members.
 
     Section 11. Advisory Boards.  Any branch office, with the approval of the
Board of Directors or the Chief Executive Officer, may have an Advisory Board
consisting of Directors, officers or members of the public, who may from time to
time be appointed by the Board of Directors or the Chief Executive Officer or
his designee. The Chairman of each Advisory Board shall be designated by the
Board of Directors or the Chief Executive Officer. Each Advisory Board shall
meet at such time or times as shall be determined by the Chairman of such
Advisory Board. Advisory Boards shall be established for informational and
marketing purposes only and shall not have any duties, powers or
responsibilities.
 
                                  ARTICLE IV.
 
                                    OFFICERS
 
     Section 1. Officers Generally.  The officers of the Bank, in order of
precedence or rank, shall be a Chairman of the Board; one or more Vice Chairmen,
if any; a President; one or more Vice Presidents, of whom one or more may be
designated, in order of precedence or rank, Senior Executive, Executive or
Senior Vice Presidents, and one of whom may be designated as responsible to
direct, manage and supervise all fiduciary activities; a Cashier; a Secretary; a
Controller; an Audit Director; and such other officers and functional officer
titles, as the Board of Directors, the Chairman, the Vice Chairman or the
President may from time to time designate. The Board of Directors shall from
time to time designate from among the Chairman of the Board, the Vice Chairmen
and the President, one of these officers to be the Chief Executive Officer.
 
     Section 2. Elections; Appointment.  All officers having the rank of Senior
Vice President or higher, shall be elected by the Board of Directors and shall
hold office during the pleasure of the Board of Directors. All other Vice
Presidents and other officers shall be appointed by the Chairman of the Board, a
Vice Chairman or President or other officer authorized by the Board of Directors
to appoint officers, and such action shall be reported to the Board of
Directors.
 
     Section 3. Chief Executive Officer.  The Chief Executive Officer shall have
the general supervision of the policies, business and operations of the Bank;
shall have general executive powers as well as those duties and powers as may be
assigned by the Board of Directors; and shall have all other powers and duties
as are usually incident to the chief executive officer of a national Bank. In
the absence of the Chief Executive Officer his powers and duties shall be
performed by such other officer or officers as shall be designated by the Board
of Directors.
 
     Section 4. Chairman.  The Chairman of the Board shall have general
executive powers, shall preside at all meetings of the shareholders and shall
have such other powers and duties as may be assigned to him from time to time by
the Board of Directors.
 
     Section 5. Vice Chairman.  A Vice Chairman shall have general executive
powers and shall have such duties and powers as shall be assigned from time to
time by the Board of Directors or the Chief Executive Officer.
 
     Section 6. President.  The President shall have general executive powers
and shall have such duties and powers as may be assigned to him from time to
time by the Board of Directors.
 
     Section 7. Senior Officers; Vice Presidents.  The Senior Executive,
Executive, and Senior Vice Presidents as well as all other Vice Presidents shall
have such duties and powers as may from time to time be assigned to them by the
Board of Directors or by the Chief Executive Officer. Any reference in these
By-Laws
 
                                        4
<PAGE>   9
 
to a Vice President shall apply equally to a Senior Executive, Executive, or a
Senior Vice President unless the context otherwise requires.
 
     Section 8. Vice President in Charge of Trusts.  The Vice President in
Charge of Trusts, if any, under the direction of the Chief Executive Officer,
shall direct, manage and supervise all fiduciary activities of the Bank and
shall be responsible to the Board of Directors, the Chief Executive Officer and
the Fiduciary Committee for the administration of the Bank's fiduciary powers.
He shall have such other duties and powers as may be assigned to him by the
Board of Directors or the Chief Executive Officer.
 
     Section 9. Cashier.  Unless otherwise delegated to another officer or
officers by the Board of Directors, the Cashier shall be responsible for all
moneys, funds, securities, fidelity and indemnity bonds and other valuables
belonging to the Bank, exclusive of the assets held by the Bank in a fiduciary
capacity; shall cause to be kept proper records of the transactions of the Bank;
and shall perform such other duties as may be assigned to him by the Board of
Directors or the Chief Executive Officer.
 
     Section 10. Secretary.  The Secretary shall attend the meetings of the
shareholders, of the Board of Directors, and of the Executive Committee, if any,
and shall keep minutes thereof in suitable minute books. He shall have charge of
the corporate records, papers, and the corporate seal of the Bank. He shall have
charge of the stock and transfer records of the Bank and shall keep a record of
all shareholders and give notices of all meetings of shareholders and special
meetings of the Board of Directors. He shall perform such other duties as may be
assigned to him by the Board of Directors or the Chief Executive Officer.
 
     Section 11. Trust Officers.  The Officers performing fiduciary functions,
being all officers assigned to the Trust, Trust and Investment Management or
other Fiduciary Department, Division, or other unit of the Bank, shall execute
and perform all actions desirable to carry out the fiduciary functions of the
Bank, and shall perform such other duties as may be assigned by the Board of
Directors, the Chief Executive Officer, or the Vice President in Charge of
Trusts, if any.
 
     Section 12. Controller.  The Controller shall be the chief accounting
officer and shall supervise systems and accounting records and shall be
responsible for the preparation of financial reports.
 
     Section 13. Audit Director.  The Audit Director shall have charge of
auditing the books, records and accounts of the Bank. He shall report directly
to the Board of Directors or a committee thereof.
 
     Section 14. Assistant Officers.  Each Assistant Officer shall assist in the
performance of the duties of the officer to whom he is assistant and shall
perform such duties in the absence of the officer. He shall perform such
additional duties as the Board of Directors, the Chief Executive Officer, or the
officer to whom he is assistant, may from time to time assign to him.
 
     Section 15. Tenure of Office.  The Chief Executive Officer, the Chairman,
and the President shall each hold office for the year for which the Board was
elected and until the appointment and qualification of his successor or until
his earlier death, resignation, disqualification or removal by the Board of
Directors. All other officers and employees shall hold office at the pleasure of
the appropriate appointing authority.
 
     Section 16. Resignation.  An officer may resign at any time by delivering
written notice to the Bank. A resignation is effective when the notice is given
unless the notice specifies a later effective date.
 
                                   ARTICLE V.
 
                                 FIDELITY BONDS
 
     Section 1.  Fidelity Bonds, for the faithful performance of their duties,
shall be carried on all officers and employees in such form and amounts as the
Board of Directors or Chief Executive Officer may require.
 
                                        5
<PAGE>   10
 
                                  ARTICLE VI.
 
                           GENERAL POWERS OF OFFICERS
 
     Section 1.  The corporate seal of the Bank may be imprinted or affixed by
any process. The Secretary and any other officers authorized by resolution of
the Board of Directors shall have authority to affix and attest the corporate
seal of the Bank.
 
     Section 2.  The authority of officers and employees of this Bank to execute
documents and instruments on its behalf in cases not specifically provided for
in these By-Laws shall be as determined from time to time by the Board of
Directors, or, in the case of employees, by officers in accordance with
authority given them by the Board of Directors.
 
     Section 3.  Each of the Chairman of the Board, any Vice Chairman, the
President, any one of the Vice Presidents, the Cashier or the Secretary of this
Bank is hereby authorized to pledge assets of the Bank as security for the
safekeeping and prompt payment of deposits of public funds, or other funds, as
required or permitted by law. Such officers may also pledge assets of the Bank
as may be authorized from time to time by the Board of Directors.
 
                                  ARTICLE VII.
 
                               STOCK CERTIFICATES
 
     Section 1.  Certificates of stock of the Bank shall be signed by the
Chairman of the Board, or a Vice Chairman, or the President, or a Vice
President, and countersigned by the Cashier or an Assistant Cashier, or by the
Secretary or an Assistant Secretary, and shall be sealed with the seal of the
Bank. The seal may be a facsimile. Where any such certificate is manually
countersigned by two authorized officers, or is manually countersigned by one
authorized officer and manually signed by a Registrar, the signature of the
Chairman of the board, or a Vice Chairman,or the President, or Vice President
upon such certificate may be a facsimile. In case any such officer who has
signed or countersigned, or whose facsimile signature has been placed upon such
certificate shall have ceased to be an officer before such certificate is
issued, it may be issued by the Bank with the same effect as if such officer
were still an officer at the time of this issue.
 
     Section 2.  The shares of stock of the Bank shall be transferable only on
its books upon surrender of the stock certificate for such shares properly
endorsed.
 
     Section 3.  Transfers of stock shall not be suspended preparatory to the
declaration of dividends, but dividends shall be paid to the shareholders in
whose name the stock is standing on the records of the Bank at the close of
business on such day subsequent to the date of declaration of the dividend as
the Board of Directors may designate.
 
     Section 4.  If a stock certificate shall be lost, stolen, or destroyed, the
shareholder may file with the Bank an affidavit stating the circumstances of the
loss, theft or destruction and may request the issuance of a new certificate. He
shall give to the Bank a bond which shall be in such sum, contain such terms and
provisions and have such surety or sureties as the Board of Directors may
direct. The Bank may thereupon issue a new certificate replacing the certificate
lost, stolen or destroyed.
 
                                 Article VIII.
 
                                    GENERAL
 
     Section 1.  Exercise of Authority During Emergencies.  The Board of
Directors or the Executive Committee may from time to time adopt resolutions
authorizing certain persons and entities to exercise authority on behalf of this
Bank in time of emergency, and in the time of emergency any such resolutions
will be applicable, notwithstanding any provisions to the contrary contained in
these By-Laws.
 
                                        6
<PAGE>   11
 
     Section 2. Charitable Contributions.  The Board of Directors may authorize
contributions to community funds, or to charitable, philanthropic, or benevolent
instrumentalities conducive to public welfare in such sums as the Board of
Directors may deem expedient and in the interest of the Bank.
 
     Section 3. Fiscal Year.  The fiscal year of the Bank shall be the calendar
year.
 
     Section 4. Amendments.  These By-Laws may be altered, amended, added to or
repealed by a vote of a majority of the Board of Directors at any regular
meeting of the Board of Directors, or at any special meeting of the Board of
Directors called for that purpose.
 
     Section 5. Notice; Waiver of Notice.  Any notice required to be given to
any shareholder or Director may be given either personally or by sending a copy
thereof through the mail, or by telegram, charges prepaid, or by facsimile to
his or her address or telephone number, as the case may be, appearing on the
books of the Bank, or supplied by him to her to the Bank for the purpose of
notice. If the notice is sent by mail or by telegraph, it shall be deemed to
have been given to the person entitled thereto when deposited in the United
States mail or with a telegraph office for transmission to such person. Each
notice shall specify the place, day, and hour of the meeting, and, in the case
of a special meeting, the general nature of the business to be transacted.
Unless otherwise provided by law, whenever any notice is required to be given to
any shareholder or Director under the provisions of these By-Laws or under the
provisions of the Articles of Association, a waiver thereof in writing, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, will be deemed equivalent to he given of such notice.
Except in the case of a special meeting of shareholders or Directors, nether the
business to be transacted nor the purpose of the meeting need by specified in
the waiver of notice of such meeting. Attendance of a person either in person or
by proxy, when permitted, will constitute a waiver of notice of such meeting,
except where such person attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting was not lawfully called
or convened.
 
                                        7
<PAGE>   12
 
                                                                   EXHIBIT T-1-5
 
                               CONSENT OF TRUSTEE
 
     Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, as amended by the Trust Indenture Reform Act of 1990, in connection
with the proposed issuance by SunTrust Banks, Inc. of Debt Securities, we hereby
consent that reports of examination by Federal, State, Territorial, or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon request therefor.
 
                                          PNC BANK, NATIONAL ASSOCIATION
                                          (Trustee)
 
                                          By        /s/  F.J. DERAMO
                                            ---------------------------------
                                                        F.J. Deramo
                                                       Vice President 

Dated: August 13, 1996
<PAGE>   13
 
                                                                   EXHIBIT T-1-6
 
                          SCHEDULE RC -- BALANCE SHEET
                            FROM REPORT OF CONDITION
               CONSOLIDATING DOMESTIC AND FOREIGN SUBSIDIARIES OF
                         PNC BANK, NATIONAL ASSOCIATION
                   OF PITTSBURGH IN THE STATE OF PENNSYLVANIA
                   AT THE CLOSE OF BUSINESS ON MARCH 31, 1996
                       FILED IN RESPONSE TO CALL MADE BY
                          COMPTROLLER OF THE CURRENCY,
                UNDER TITLE 12, UNITED STATES CODE, SECTION 161
                               CHARTER NUMBER 540
               COMPTROLLER OF THE CURRENCY NORTHEASTERN DISTRICT
 
                                 BALANCE SHEET
 
<TABLE>
<CAPTION>
                                                                                     THOUSANDS
                                                                                    OF DOLLARS
                                                                                    -----------
<S>                                                                   <C>           <C>
                                     ASSETS
Cash and balances due from depository institutions
  Noninterest-bearing balances and currency and coin.............................   $ 1,812,131
  Interest-Bearing Balances......................................................        19,325
Securities
  Held-to-maturity securities....................................................             0
  Available-for-sale securities..................................................     8,765,042
Federal funds sold and securities purchased under agreements to resell in
  domestic offices of the bank and of its Edge and Agreement subsidiaries, and in
  IBFs:
     Federal funds sold..........................................................       414,700
     Securities purchased under agreements to resell.............................             0
Loans and lease financing receivables:
  Loans and leases, net of unearned income..........................  $29,048,280
  LESS: Allowance for loan and lease losses.........................      612,100
                                                                      -----------
  Loans and leases, net of unearned income, allowance and reserve................    28,436,180
Trading assets...................................................................        33,978
Premises and fixed assets (including capitalized leases).........................       542,622
Other real estate owned..........................................................        53,088
Investments in unconsolidated subsidiaries and associated companies..............        12,699
Customers' liability to this bank on acceptances outstanding.....................        48,813
Intangible assets................................................................       929,280
Other assets.....................................................................       783,280
                                                                                    -----------
          Total Assets...........................................................   $41,848,138
                                                                                     ==========
</TABLE>
<PAGE>   14
 
<TABLE>
<CAPTION>
                                                                                     THOUSANDS
                                                                                    OF DOLLARS
                                                                                    -----------
<S>                                                                                 <C>
                                          LIABILITIES
Deposits:
  In domestic offices............................................................   $23,989,746
     Noninterest-bearing............................................  $ 5,766,642
     Interest-bearing...............................................   18,223,104
  In foreign offices, Edge and Agreement subsidiaries, and IBFs..................       743,648
     Noninterest-bearing............................................  $     2,554
     Interest-bearing...............................................      741,094
Federal funds purchased and securities sold under agreements to repurchase in
  domestic offices of the bank and of its Edge and Agreement subsidiaries, and in
  IBFs:
     Federal funds purchased.....................................................     2,473,436
     Securities sold under agreements to repurchase..............................     1,166,070
Demand notes issued to U.S. Treasury.............................................       400,033
Trading Liabilities..............................................................            51
Other borrowed money
  With original maturity of one year or less.....................................     7,419,485
  With original maturity of more than one year...................................       946,518
Mortgage indebtedness and obligations under capitalized leases...................         4,447
Bank's liability on acceptances executed and outstanding.........................        45,813
Subordinated notes and debentures................................................       500,148
Other liabilities................................................................       626,114
                                                                                    -----------
Total liabilities................................................................    38,315,509
                                        EQUITY CAPITAL
Common Stock.....................................................................        30,950
Surplus..........................................................................     1,528,035
Undivided profits and capital reserves...........................................     2,052,257
Net unrealized holding gains (losses) on available-for-sale securities...........       (78,613)
                                                                                    -----------
Total equity capital.............................................................     3,532,629
                                                                                    -----------
Total liabilities and equity capital.............................................   $41,848,138
                                                                                     ==========
</TABLE>

<PAGE>   1
 
                                                                    EXHIBIT 25.2
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                    FORM T-1
                            STATEMENT OF ELIGIBILITY
                     UNDER THE TRUST INDENTURE ACT OF 1939
                 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
 
                CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
                 OF A TRUSTEE PURSUANT TO SECTION 305(B)(2) / /
 
                             ---------------------
 
                       THE FIRST NATIONAL BANK OF CHICAGO
              (EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                           <C>
        A NATIONAL BANKING ASSOCIATION                          36-0899825
                                                             (I.R.S. EMPLOYER
                                                          IDENTIFICATION NUMBER)
 ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS                               
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     60670-0126 
                                                                (ZIP CODE) 
</TABLE>
 
                       THE FIRST NATIONAL BANK OF CHICAGO
                      ONE FIRST NATIONAL PLAZA, SUITE 0286
                          CHICAGO, ILLINOIS 60670-0286
             ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
           (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
 
                             ---------------------
 
                              SUNTRUST BANKS, INC.
              (EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                           <C>
                   GEORGIA                                      58-1575035
       (STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NUMBER)

          303 PEACHTREE STREET, N.E.
                 ATLANTA, GA                                      30308
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)
</TABLE>
 
                                DEBT SECURITIES
                        (TITLE OF INDENTURE SECURITIES)
<PAGE>   2
 
ITEM 1.
 
     GENERAL INFORMATION.  FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
 
          (A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
     WHICH IT IS SUBJECT.
 
             Comptroller of Currency, Washington, D.C., Federal Deposit
        Insurance Corporation, Washington, D.C., The Board of Governors of the
        Federal Reserve System, Washington D.C.
 
          (B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
 
             The trustee is authorized to exercise corporate trust powers.
 
ITEM 2.
 
     AFFILIATIONS WITH THE OBLIGOR.  IF THE OBLIGOR IS AN AFFILIATE OF THE
TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.
 
          No such affiliation exists with the trustee.
 
ITEM 16.
 
     LIST OF EXHIBITS.  LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS
STATEMENT OF ELIGIBILITY.
 
          1. A copy of the articles of association of the trustee now in
     effect.*
 
          2. A copy of the certificates of authority of the trustee to commence
     business.*
 
          3. A copy of the authorization of the trustee to exercise corporate
     trust powers.*
 
          4. A copy of the existing by-laws of the trustee.*
 
          5. Not Applicable.
 
          6. The consent of the trustee required by Section 321(b) of the Act.
 
          7. A copy of the latest report of condition of the trustee published
     pursuant to law or the requirements of its supervising or examining
     authority.
 
          8. Not Applicable.
 
          9. Not Applicable.
 
     Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this Statement of Eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Chicago
and State of Illinois, on the 5th day of August, 1996.
 
                                          The First National Bank of Chicago,
                                            Trustee
 
                                          By     /s/  RICHARD D. MANELLA
                                            ------------------------------------
                                                     Richard D. Manella
                                                       Vice President
 
- ---------------
* Exhibit 1, 2, 3 and 4 are herein incorporated by reference to Exhibits bearing
  identical numbers in Item 12 of the Form T-1 of The First National Bank of
  Chicago, filed as Exhibit 26 to the Registration Statement on Form S-3 of The
  CIT Group Holdings, Inc., filed with the Securities and Exchange Commission on
  February 16, 1993 (Registration No. 33-58418).
 
                                        1
<PAGE>   3
 
                                                                       EXHIBIT 6
 
                      THE CONSENT OF THE TRUSTEE REQUIRED
                          BY SECTION 321(B) OF THE ACT
                                                                  August 5, 1996
 
Securities and Exchange Commission
Washington, D.C. 20549
 
Gentlemen:
 
     In connection with the qualification of an indenture between SunTrust
Banks, Inc. and The First National Bank of Chicago, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the undersigned, made by
Federal or State authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange Commission upon its
request therefor.
 
                                          Very truly yours,
 
                                          The First National Bank of Chicago
 
                                          By:    /s/  RICHARD D. MANELLA
                                            ------------------------------------
                                                     Richard D. Manella
                                                       Vice President
<PAGE>   4
 
                                                                       EXHIBIT 7
 
<TABLE>
<S>                    <C>                                   <C>
Legal Title of Bank:   The First National Bank of Chicago     Call Date: 03/31/96 ST-BK: 17-1630 FFIEC 031
Address:               One First National Plaza, Suite 0460                                      Page RC-1
City, State Zip:       Chicago, IL 60670-0460
FDIC Certificate No.:  0/3/6/1/8
</TABLE>
 
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
  AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 1996
 
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
 
SCHEDULE RC--BALANCE SHEET
 
<TABLE>
<CAPTION>
                                                                                         C400
                                                                                      ----------
                                                     DOLLAR AMOUNTS IN                 BIL MIL
                                                         THOUSANDS           RCFD        THOU      <-
                                                   ---------------------   ---------  ----------  -----
<C>  <S>                                           <C>        <C>          <C>        <C>         <C>
ASSETS
  1. Cash and balances due from depository
     institutions (from Schedule RC-A):
                                                                             0081      3,047,140  1.a.
     a. Noninterest-bearing balances and currency
     and coin(1)..................................
                                                                             0071      8,488,390  1.b.
     b. Interest-bearing balances(2)..............
  2. Securities
                                                                             1754              0  2.a.
     a. Held-to-maturity securities (from Schedule
     RC-B, column A)..............................
                                                                             1773        997,155  2.b.
     b. Available-for-sale securities (from
     Schedule RC-B, column D).....................
  3. Federal funds sold and securities purchased
     under agreements to resell in domestic
     offices of the bank and its Edge and
     Agreement subsidiaries, and in IBFs:
                                                                             0276      3,384,301  3.a.
     a. Federal Funds sold........................
                                                                             0277        685,531  3.b.
     b. Securities purchased under agreements to
        resell....................................
  4. Loans and lease financing receivables:
                                                   RCFD 2122  16,884,488                          4.a.
     a. Loans and leases, net of unearned income
     (from Schedule RC-C).........................
                                                   RCFD 3123     358,448                          4.b.
     b. LESS: Allowance for loan and lease
              losses..............................
                                                   RCFD 3128           0                          4.c.
     c. LESS: Allocated transfer risk reserve.....
                                                                             2125     16,526,040  4.d.
     d. Loans and leases, net of unearned income,
        allowance, and reserve (item 4.a minus 4.b
       and 4.c)...................................
  5. Assets held in trading accounts..............                           3545     10,974,841  5.
  6. Premises and fixed assets (including                                    2145        592,581  6.
     capitalized leases)..........................
  7. Other real estate owned (from Schedule                                  2150          9,952  7.
     RC-M)........................................
  8. Investments in unconsolidated subsidiaries                              2130         42,098  8.
     and associated companies (from Schedule
     RC-M)........................................
  9. Customers' liability to this bank on                                    2155        564,435  9.
     acceptances outstanding......................
 10. Intangible assets (from Schedule RC-M).......                           2143         96,463  10.
 11. Other assets (from Schedule RC-F)............                           2160      1,703,124  11.
 12. Total assets (sum of items 1 through 11).....                           2170     47,112,051  12.
</TABLE>
 
- ---------------
 
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
<PAGE>   5
 
                                                                       EXHIBIT 7
 
<TABLE>
<S>                    <C>                                   <C>
Legal Title of Bank:   The First National Bank of Chicago    Call Date: 03/31/96 ST-BK: 17-1630 FFIEC 031
Address:               One First National Plaza, Suite 0460                                     Page RC-2
City, State Zip:       Chicago, IL 60670-0460
FDIC Certificate No.:  0/3/6/1/8
</TABLE>
 
SCHEDULE RC--CONTINUED
 
<TABLE>
<CAPTION>
                                                                                         C400
                                                                                      ----------
                                                     DOLLAR AMOUNTS IN                 BIL MIL
                                                         THOUSANDS           RCFD        THOU      <-
                                                   ---------------------   ---------  ----------  -----
<C>  <S>                                           <C>        <C>          <C>        <C>         <C>
LIABILITIES
 13. Deposits:
                                                                           RCON 2200  14,251,874  13.a.
     a. In domestic offices (sum of totals of
     columns A and C from Schedule RC-E, part
        1)........................................
                                                   RCON 6631   5,707,786                          13.a.(1)
     (1) Noninterest-bearing(1)...................
                                                   RCON 6636   8,544,088                          13.a.(2)
     (2) Interest-bearing.........................
                                                                           RCFN 2200  12,839,836  13.b.
     b. In foreign offices, Edge and Agreement
        subsidiaries, and IBFs (from Schedule
        RC-E, part II)............................
                                                   RCFN 6631     196,311                          13.b.(1)
     (1) Noninterest-bearing......................
                                                   RCFN 6636  12,643,525                          13.b.(2)
     (2) Interest-bearing.........................
 14. Federal funds purchased and securities sold
     under agreements to repurchase in domestic
     offices of the bank and of its Edge and
     Agreement subsidiaries, and in IBFs:
                                                                           RCFD 0278   2,692,008  14.a.
     a. Federal funds purchased...................
                                                                           RCFD 0279   1,165,032  14.b.
     b. Securities sold under agreements to
        repurchase................................
 15. a. Demand notes issued to the U.S.                                    RCON 2840      77,000  15.a.
        Treasury..................................
                                                                           RCFD 3548   7,103,300  15.b.
     b. Trading Liabilities.......................
 16. Other borrowed money:
                                                                           RCFD 2332   2,223,560  16.a.
     a. With original maturity of one year or
        less......................................
                                                                           RCFD 2333     144,665  16.b.
     b. With original maturity of more than one
        year......................................
 17. Mortgage indebtedness and obligations under                           RCFD 2910     283,041  17.
     capitalized leases...........................
 18. Bank's liability on acceptance executed and                           RCFD 2920     564,435  18.
     outstanding..................................
 19. Subordinated notes and debentures............                         RCFD 3200   1,275,000  19.
 20. Other liabilities (from Schedule RC-G).......                         RCFD 2930   1,411,087  20.
 21. Total liabilities (sum of items 13 through                            RCFD 2948  44,030,838  21.
     20)..........................................
 22. Limited-Life preferred stock and related                              RCFD 3282           0  22.
     surplus......................................
EQUITY CAPITAL
 23. Perpetual preferred stock and related                                 RCFD 3838           0  23.
     surplus......................................
 24. Common stock.................................                         RCFD 3230     200,858  24.
 25. Surplus (exclude all surplus related to                               RCFD 3839   2,320,326  25.
     preferred stock).............................
 26. a. Undivided profits and capital reserves....                         RCFD 3632     559,707  26.a.
                                                                           RCFD 8434         730  26.b.
     b. Net unrealized holding gains (losses) on
        available-for-sale securities.............
 27. Cumulative foreign currency translation                               RCFD 3284        (408) 27.
     adjustments..................................
 28. Total equity capital (sum of items 23                                 RCFD 3210   3,081,213  28.
     through 27)..................................
 29. Total liabilities, limited-life preferred                             RCFD 3300  47,112,051  29.
     stock, and equity capital (sum of items 21,
     22, and 28)..................................
</TABLE>
 
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best
  describes the most comprehensive level of auditing work performed for the bank
   by
   independent external auditors as of any date during
   1995 ...............................................................   NUMBER
 
                                                             RCFD 6724  2
 
1 = Independent audit of the bank conducted in accordance with generally
    accepted auditing standards by a certified public accounting firm which
    submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
    accordance with generally accepted auditing standards by a certified public
    accounting firm which submits a report on the consolidated holding company
    (but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
    accepted auditing standards by a certified public accounting firm (may be
    required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors (may
    be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- ---------------
 
(1) Includes total demand deposits and noninterest-bearing time and savings
    deposits.


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