<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 1999
REGISTRATION NO. 022-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939
------------------------------
SUNTRUST BANKS, INC.
(Name of Applicant)
303 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30308
(404) 588-7711
(Address of principal executive offices)
SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED
<TABLE>
<CAPTION>
TITLE OF CLASS AMOUNT
-------------- ------
<S> <C>
Guarantee of 8.16% Capital Securities $200,000,000
</TABLE>
Approximate date of proposed public offering: Not applicable.
Name and Address of Agent for service: Raymond D. Fortin, Esq.
Senior Vice President
SunTrust Banks, Inc.
303 Peachtree Street, N.E.
Atlanta, Georgia 30308
with copies to:
Mary A. Bernard
King & Spalding
1185 Avenue of the Americas
New York, New York 10036
The Obligor hereby amends this application for qualification on such date or
dates as may be necessary to delay its effectiveness until: (i) the 20th day
after the filing of a further amendment which specifically states it shall
supersede this amendment, or (ii) such date as the commission, acting pursuant
to Section 307(a) of the Act, may determine upon written request of the obligor.
<PAGE> 2
GENERAL
ITEM 1. GENERAL INFORMATION. Furnish the following information as to the
Applicant:
(a) Form of organization:
A Corporation.
(b) State or other sovereign power under the laws of which
organized:
State of Georgia.
ITEM 2. SECURITIES ACT EXEMPTION APPLICABLE. State briefly the facts relied upon
by the Applicant as a basis for the claim that registration of the indenture
securities under the Securities Act of 1933 is not required.
In December 1996, Crestar Capital Trust I (the "Trust"), a Delaware
statutory business trust formed pursuant to the Business Trust Act of the State
of Delaware, issued preferred securities in a private transaction under Rule
144A under the Securities Act of 1933, as amended (the "Securities Act").
Subsequent to the private transaction, the Trust made a registered exchange
offer pursuant to which holders of the preferred securities exchanged such
securities for preferred securities of the Trust that had been registered under
the Securities Act. In connection with these transactions, Crestar Financial
Corporation, the sponsor of the Trust ("Crestar"), guaranteed the payment of all
amounts due in respect of the preferred securities to the extent set forth in
the related guarantee agreement. On December 31, 1998, the Applicant acquired
Crestar in a merger transaction. Crestar is now a wholly owned subsidiary of the
Applicant. As a result of its acquisition of Crestar, the Applicant wishes to
guarantee the payment of all amounts due in respect of the preferred securities
on substantially the same terms and conditions as Crestar's guarantee. The
issuance of the guarantee by the Applicant does not constitute a "sale" as
defined under the Securities Act and, consequently, registration under the
Securities Act is not required.
AFFILIATIONS
ITEM 3. AFFILIATES. Furnish a list or diagram of all affiliates of the Applicant
and indicate the respective percentages of voting securities or other bases of
control.
Set forth below is a list of all of the Applicant's subsidiaries.
The Applicant owns, directly or indirectly, 100% of the voting securities of the
following subsidiaries (unless otherwise noted):
NAME
SUNTRUST BANKS OF FLORIDA, INC.
SunTrust Bank, Central Florida, N.A.
STB Management (Central Florida), Inc.
STB Management Holdings (Central Florida), Inc.
STB Real Estate (Central Florida), Inc.
STB Real Estate Parent (Central Florida), Inc.
STB Real Estate Holdings (Central Florida), Inc.
STB Receivables (Central Florida), Inc.
- 2 -
<PAGE> 3
<TABLE>
<S> <C>
SunTrust Annuities, Inc.
SunTrust Insurance Services (Florida), Inc.
SunTrust Bank, East Central Florida
Service of Volusia County, Inc.
STB Real Estate (East Central Florida), Inc.
STB Real Estate Parent (East Central Florida), Inc.
STB Real Estate Holdings (East Central Florida), Inc.
STB Receivables (East Central Florida), Inc.
SunTrust Bank, Gulf Coast
STB Management (Gulf Coast), Inc.
STB Management Holdings (Gulf Coast), Inc.
STB Real Estate (Gulf Coast), Inc.
STB Real Estate Parent (Gulf Coast), Inc.
STB Real Estate Holdings (Gulf Coast), Inc.
STB Receivables (Gulf Coast), Inc.
SunTrust Bank, Miami, N.A.
Florida Aviation, Inc.
Kasalta Miramar, Inc.
STB Management (Miami), Inc.
STB Management Holdings (Miami), Inc.
STB Real Estate (Miami), Inc.
STB Real Estate Parent (Miami), Inc.
STB Real Estate Holdings (Miami), Inc.
STB Receivables (Miami), Inc.
SunTrust Bank, Mid-Florida, N.A.
STB Real Estate (Mid-Florida), Inc.
STB Real Estate Parent (Mid-Florida), Inc.
STB Real Estate Holdings (Mid-Florida), Inc.
STB Receivables (Mid-Florida), Inc.
SunTrust Bank, Nature Coast
STB Real Estate (Nature Coast), Inc.
STB Real Estate Parent (Nature Coast), Inc.
STB Real Estate Holdings (Nature Coast), Inc.
STB Receivables (Nature Coast), Inc.
SunTrust Bank, North Central Florida
STB Real Estate (North Central Florida), Inc.
STB Real Estate Parent (North Central Florida), Inc.
STB Real Estate Holdings (North Central Florida), Inc.
STB Receivables (North Central Florida), Inc.
SunTrust Bank, North Florida, N.A.
STB Real Estate (North Florida), Inc.
STB Real Estate Parent (North Florida), Inc.
STB Real Estate Holdings (North Florida), Inc.
STB Receivables (North Florida), Inc.
SunTrust Bank, South Florida, N.A.
STB Management (South Florida), Inc.
STB Management Holdings (South Florida), Inc.
STB Real Estate (South Florida), Inc.
STB Real Estate Parent (South Florida), Inc.
STB Real Estate Holdings (South Florida), Inc.
STB Receivables (South Florida), Inc.
</TABLE>
- 3 -
<PAGE> 4
<TABLE>
<S> <C>
SunTrust Bank, Southwest Florida
STB Real Estate (Southwest Florida), Inc.
STB Real Estate Parent (Southwest Florida), Inc.
STB Real Estate Holdings (Southwest Florida), Inc.
STB Receivables (Southwest Florida), Inc.
SunTrust Bank, Tallahassee, N.A.
STB Real Estate (Tallahassee), Inc.
STB Real Estate Parent (Tallahassee), Inc.
STB Real Estate Holdings (Tallahassee), Inc.
STB Receivables (Tallahassee), Inc.
SunTrust Bank, Tampa Bay
STB Management (Tampa Bay), Inc.
STB Management Holdings (Tampa Bay), Inc.
STB Real Estate (Tampa Bay), Inc.
STB Real Estate Parent (Tampa Bay), Inc.
STB Real Estate Holdings (Tampa Bay), Inc.
STB Receivables (Tampa Bay), Inc.
SunTrust Bank, West Florida
STB Real Estate (West Florida), Inc.
STB Real Estate Parent (West Florida), Inc.
STB Real Estate Holdings (West Florida), Inc.
STB Receivables (West Florida), Inc.
SunTrust Banks Trust Company (Cayman) LTD
Premium Assignment Corporation
SUNTRUST BANKS OF GEORGIA, INC.
SunTrust Bank, Atlanta
STB Management (Atlanta), Inc.
STB Management Holdings (Atlanta), Inc.
STB Real Estate (Atlanta), Inc.
STB Real Estate Parent (Atlanta), Inc.
STB Real Estate Holdings (Atlanta), Inc.
STI Credit Corporation
SunTrust International Banking Company
SunTrust Asia, Limited
TCB Holdings,Inc.
Atlanta Community Investment Corporation
SunTrust Bank, Augusta, N.A.
STB Real Estate (Augusta), Inc.
STB Real Estate Parent (Augusta), Inc.
STB Real Estate Holdings (Augusta), Inc.
SunTrust Bank, Middle Georgia, N.A.
STB Real Estate (Middle Georgia), Inc.
STB Real Estate Parent (Middle Georgia), Inc.
STB Real Estate Holdings (Middle Georgia), Inc.
SunTrust Bank, Northeast Georgia, N.A.
STB Real Estate (Northeast Georgia), Inc.
STB Real Estate Parent (Northeast Georgia), Inc.
STB Real Estate Holdings (Northeast Georgia), Inc.
SunTrust Insurance Services (Georgia), Inc.
SunTrust Bank, Northwest Georgia, N.A.
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<S> <C>
STB Real Estate (Northwest Georgia), Inc.
STB Real Estate Parent (Northwest Georgia), Inc.
STB Real Estate Holdings (Northwest Georgia), Inc.
SunTrust Bank, Savannah, N.A.
STB Real Estate (Savannah), Inc.
STB Real Estate Parent (Savannah), Inc.
STB Real Estate Holdings (Savannah), Inc.
SunTrust Bank, South Georgia, N.A.
STB Real Estate (South Georgia), Inc.
STB Real Estate Parent (South Georgia), Inc.
STB Real Estate Holdings (South Georgia), Inc.
SunTrust Bank, Southeast Georgia, N.A.
STB Real Estate (Southeast Georgia), Inc.
STB Real Estate Parent (Southeast Georgia), Inc.
STB Real Estate Holdings (Southeast Georgia), Inc.
SunTrust Bank, West Georgia, N.A.
STB Real Estate (West Georgia), Inc.
STB Real Estate Parent (West Georgia), Inc.
STB Real Estate Holdings (West Georgia), Inc.
SunTrust Personal Loans, Inc.
Preferred Surety Holdings, Inc.
Preferred Surety Corporation
Madison Insurance Company
SUNTRUST BANK OF TENNESSEE, INC.
SunTrust Bank, Nashville, N.A.
Cherokee Insurance Company
STB Management (Nashville), Inc.
SunTrust Leasing of Tennessee, Inc.
SunTrust Bank, Alabama, N.A.
SunTrust Annuities (Alabama), Inc.
SunTrust Bank, Chattanooga, N.A.
STB Management (Chattanooga), Inc.
SunTrust of Chattanooga Mortgage Corporation
SunTrust Insurance Services (Tennessee), Inc.
SunTrust Bank, East Tennessee, N.A.
Acquisition and Equity Corporation
SunTrust Bank, South Central Tennessee, N.A.
Trust Company of Tennessee (Inactive)
CRESTAR FINANCIAL CORPORATION
CF Finance, L.L.C.
Crestar Community Development Corporation
Crestar Capital Trust I
Crestar Securities Corporation
Crestar Insurance Agency, Inc.
Crestar Bank
DC Properties, Inc.
MD Properties, Inc.
DC Properties II, Inc. (Inactive)
VA Properties, Inc.
</TABLE>
- 5 -
<PAGE> 6
<TABLE>
<S> <C>
Fifth GWR REFG, Inc.
SunTrust Benefits Management, Inc.
Villages of KC Properties, Inc.
CBRE II, Inc.
Citizens Community Development Company
Crestview, L.L.C.
FSB Development, Inc.
Loyola Financial and Development Corporation
Hunt Country, Inc.
CB Finance, Inc.
CM Finance, L.L.C.
CBP Finance, L.L.C.
CRL, Inc.
Jefferson Funding Corporation
Crestar Leasing Corporation
Southern Service Corporation
Crestar Mortgage Corporation
Crestar Title Agency, L.L.C. (80%)
Crestar Title Agency of Maryland, L.L.C. (80%)
CMC Oreo, Inc.
Crestar Asset Management Company
Crestar Procurement Services, L.L.C.
Executive Auto Leasing, Inc.
Education Financial Services Corporation
OTHER:
STI Capital Management, N.A.
SunTrust BankCard, N.A.
SunTrust Service Corporation
STSC Leasing Corporation
STI Trust & Investment Operations, Inc.
SunTrust Capital I
SunTrust Capital II
SunTrust Capital III
SunTrust Community Development Corporation
SunTrust Equitable Securities Corporation
Equitable Trust Company
Equitable Asset Management, Inc.
SunTrust Insurance Company
SunTrust International Services, Inc.
SunTrust Mortgage, Inc.
SunTrust Online, Inc.
SunTrust Plaza Associates, LLC (99.99%) SunTrust Properties, Inc.
SunTrust Securities, Inc.
Trusco Capital Management, Inc.
</TABLE>
See Item 4 for "Directors and Executive Officers" of the Applicant,
some of whom may be deemed to be "affiliates" of the Applicant by virtue of
their positions.
- 6 -
<PAGE> 7
MANAGEMENT AND CONTROL
ITEM 4. DIRECTORS AND EXECUTIVE OFFICERS. List the names and complete mailing
addresses of all directors and executive officers of the Applicant and all
persons chosen to become directors or executive officers. Indicate all offices
with the Applicant held or to be held by each person named.
The following table sets forth the names, positions and mailing
addresses of all the directors and executive officers of the Applicant as of the
date of this application.
<TABLE>
<CAPTION>
NAME POSITION MAILING ADDRESS
- ----------------------- --------------------------------- ---------------
<S> <C> <C>
L. Phillip Humann Chairman, Director, President *
and Chief Executive Officer
Richard G. Tilghman Director and Vice Chairman *
J. Hyatt Brown Director *
Alston D. Correll Director *
A.W. Dahlberg Director *
David H. Hughes Director *
M. Douglas Ivester Director *
Summerfield K. Johnston, Jr. Director *
Joseph L. Lanier, Jr. Director *
Frank E. McCarthy Director *
G. Gilmer Minor, III Director *
Larry L. Prince Director *
Scott L. Probasco, Jr. Director *
R. Randall Rollins Director *
Frank S. Royal, M.D. Director *
James B. Williams Director *
John W. Clay, Jr. Executive Vice President *
John W. Spiegel Executive Vice President *
and Chief Financial Officer
E. Jenner Wood, III Executive Vice President *
Harold P. Bitler Senior Vice President of *
Risk Management
A. Eugene Bowles General Auditor *
John R. Braden Senior Vice President of *
Finance and Administration
Ronald S. Crowding Senior Vice President of *
CIB Credit Administration
Dennis B. Dills Senior Vice President of Trust *
and Investment Operations
Donald S. Downing Senior Vice President of *
Mortgage Services
</TABLE>
- 7 -
<PAGE> 8
<TABLE>
<CAPTION>
NAME POSITION MAILING ADDRESS
- ----------------------- --------------------------------- ---------------
<S> <C> <C>
Wadley H. Duckworth Senior Vice President of Bank *
Funding
Raymond D. Fortin Senior Vice President, *
General Counsel and
Corporate Secretary
Thomas E. Fullilove Senior Vice President of *
Finance and Administration
Ward H. Gailey, Jr. Senior Vice President of *
Treasury Management
Services
Anthony R. Gray Senior Vice President of *
Investment Management
William J. Hearn, Jr. Senior Vice President of Trust *
Marketing
Donald T. Heroman Senior Vice President and *
Treasurer
Kenneth R. Houghton Senior Vice President of *
Investment Securities and
Assistant Treasurer
Sandra W. Jansky Senior Vice President of Large *
Corp. Administration
William P. Johnston Senior Vice President of *
SunTrust Equitable Services
Corporation
Michael A. Kinsey Senior Vice President of *
Commercial Markets
Richard K. McCrea Senior Vice President of Asset *
Quality/Credit Policy
John J. McGuire Senior Vice President of Online *
Services
William P. O'Halloran Senior Vice President and *
Controller
Dennis M. Patterson Senior Vice President of *
Marketing
Eugene S. Putnam, Jr. Senior Vice President of *
Investor Relations and Corp.
Communications
James W. Rasmussen Senior Vice President of Credit *
Card Services
Gianfranco Rossi-Espagnet Senior Vice President of *
Corporate/International
R. Charles Shufeldt Senior Vice President of *
Capital Markets
</TABLE>
- 8 -
<PAGE> 9
<TABLE>
<CAPTION>
NAME POSITION MAILING ADDRESS
- ----------------------- --------------------------------- ---------------
<S> <C> <C>
Mary T. Steele Senior Vice President of Human *
Resources
Norris L. Tolliver Senior Vice President of *
Personal Markets
Robert C. Whitehead Senior Vice President and Chief *
Information Officer
</TABLE>
- -----------
* The mailing address for each officer and director is c/o SunTrust
Banks, Inc., 303 Peachtree Street, N.E., Atlanta, Georgia 30308
ITEM 5. PRINCIPAL OWNERS OF VOTING SECURITIES. Furnish the following information
as to each person owning 10 percent or more of the voting securities of the
Applicant.
As of July 15, 1999, there were no persons or entities known by the
Applicant to beneficially own more than 10% of the voting securities of the
Applicant.
ITEM 6. UNDERWRITERS. Give the name and complete mailing address of (a) each
person who within three years prior to the date of filing the application, acted
as an underwriter of any securities of the obligor which were outstanding on the
date of filing the application, and (b) each proposed principal underwriter of
the securities proposed to be offered. As to each person specified in (a), give
the title of each class of securities underwritten.
(a) The following table sets forth the title of each class of securities
sold by the Applicant during the last three years, the underwriters of such
securities and their mailing addresses.
<TABLE>
<CAPTION>
TITLE OF SECURITIES UNDERWRITERS MAILING ADDRESS
- ----------------------------------- ----------------------------- ------------------------
<S> <C> <C>
Floating Rate Notes Donaldson, Lufkin & Jenrette c/o Donaldson Lufkin &
due April 22, 2002 Securities Corporation Jenrette Securities
Salomon Brothers Inc Corporation
ABN AMRO Chicago 277 Park Avenue
Corporation New York, New York 10172
Lehman Brothers
Floating Rate Preferred Lehman Brothers c/o Lehman Brothers Inc.
Securities, Series A issued Salomon Brothers Inc 3 World Financial Center
by SunTrust Capital I and Donaldson, Lufkin & Jenrette 9th Floor
guaranteed by the Applicant Securities Corporation New York, New York 10285
</TABLE>
- 9 -
<PAGE> 10
<TABLE>
<CAPTION>
Title of Securities Underwriters Mailing Address
- --------------------------------- ------------------------------- --------------------------
<S> <C> <C>
7.90% Capital Trust Pass- Salomon Brothers Inc c/o Salomon Brothers Inc
through Securities(sm) 7 World Trade Center
(TruPS(sm)) issued by New York, New York 10048
SunTrust Capital II
guaranteed by the Applicant
6.25% Senior Notes Salomon Smith Barney c/o Salomon Brothers Inc
due June 1, 2008 Citicorp Securities, Inc. 7 World Trade Center
ABN AMRO Incorporated New York, New York 10048
SunTrust Equitable Securities
EVEREN Securities, Inc.
6.9% Bank Notes Morgan Stanley Dean Witter c/o Morgan Stanley
due 2007 Chase Securities Inc. Dean Witter
Citicorp Securities, Inc. 1585 Broadway
New York, New York 10036
Floating Rate Preferred Lehman Brothers c/o Lehman Brothers Inc.
Securities, Series A issued ABN AMRO Incorporated 3 World Financial Center
by SunTrust Capital III and Chase Securities Inc. 9th Floor
guaranteed by the Applicant Citicorp Securities, Inc. New York, New York 10285
Paribas
Salomon Smith Barney
6% Senior Debentures Lehman Brothers c/o Lehman Brothers Inc.
due January 15, 2028 Chase Securities Inc 3 World Financial Center
SunTrust Equitable Securities 9th Floor
New York, New York 10285
Floating Rate Notes Donaldson, Lufkin & Jenrette c/o Donaldson, Lufkin &
due 2027 Securities Corporation Jenrette Securities
Corporation
277 Park Avenue
New York, New York 10172
</TABLE>
- 10 -
<PAGE> 11
<TABLE>
<CAPTION>
Title of Securities Underwriters Mailing Address
- --------------------- --------------------- ---------------------------
<S> <C> <C>
7.25% Subordinated Saloman Brothers Inc. c/o Salomon Brothers Inc
Notes due 2006 7 World Trade Center
New York, New York 10048
</TABLE>
(b) There are no underwriters of the securities that are the subject
of this application.
CAPITAL SECURITIES
ITEM 7. CAPITALIZATION.
(a) Furnish the following information as to each authorized class of
securities of the Applicant.
As of July 13, 1999, the Applicant had the following outstanding voting
securities:
<TABLE>
<CAPTION>
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
------------------------------- ----------------------- -----------------------
<S> <C> <C>
Common Stock, par value 500,000,000 323,081,182
$1.00 per share
Preferred Stock, no par value 50,000,000 0
</TABLE>
(b) Give a brief outline of the voting rights of each class of
voting securities referred to in paragraph (a) above.
Set forth below is a brief outline of the voting rights and certain
other material terms of the Applicant's capital stock.
COMMON STOCK
Holders of the Applicant's common stock are entitled to cast one
vote for each share held of record on all matters submitted to a vote of
shareholders and are not entitled to cumulate votes for the election of
directors. Holders of the Applicant's common stock do not have preemptive rights
to subscribe for or to purchase any additional shares. In the event of
liquidation, holders of common stock are entitled to share in the distribution
of assets remaining after payment of debts and expenses and after required
payments to holders of preferred stock, if any. Holders of common stock are
entitled to receive dividends when declared by the Applicant's Board of
Directors (the "Board of Directors") out of funds legally available therefor,
subject to the rights of the holders of preferred stock.
- 11 -
<PAGE> 12
PREFERRED STOCK
The Board of Directors is empowered by the Applicant's Articles of
Incorporation to designate and issue from time to time one or more series of
preferred stock without shareholder approval. The Board of Directors may fix and
determine the preferences, limitations and relative rights of each series of
preferred stock so issued. Because the Board of Directors has the power to
establish the preferences and rights of each series of preferred stock, it may
afford the holders of any series of preferred stock preferences, powers and
rights, voting or otherwise, senior to the rights of holders of common stock.
The issuance of preferred stock could have the effect of delaying or preventing
a change in control of the Applicant.
CHARTER AND BYLAW PROVISIONS
Shareholders' rights and related matters are governed by the Georgia
Business Corporation Code, and the Applicant's Articles of Incorporation and
Bylaws. Certain provisions of the Articles of Incorporation and Bylaws, which
are summarized below, may discourage or make more difficult any attempt by a
person or group to obtain control of the Applicant.
Classified Board of Directors. The Board of Directors is divided
into three classes of directors serving staggered three-year terms. As a result,
it will be more difficult to change the composition of the Board of Directors,
which may discourage or make more difficult any attempt by a person or group of
persons to obtain control of the Applicant.
Shareholder Nominations. The Bylaws require notice to the Chairman
of the Board, in advance of any shareholders meeting, of nominations by any
shareholders of candidates for election as directors. In addition, shareholders
that wish to make director nominations must provide the Applicant with certain
specified information. These requirements may have the effect of precluding
director nominations if shareholders do not follow the proper procedures and may
discourage or deter a third party from conducting a solicitation of proxies to
consider matters, including issues relating to the control of the Applicant.
Ability to Consider Other Constituencies. The Articles of
Incorporation permit the Board of Directors, in determining what it believes to
be the Applicant's best interests when facing a proposed acquisition or merger,
to consider the social and economic effects on employees, customers, suppliers
and other constituents, the communities in which the Applicant's offices or
other establishments are located and the desirability of maintaining
independence from any other entity, in addition to considering the effects of
any such action on the Applicant's or its shareholders.
Supermajority Voting Requirement. Under the Articles of
Incorporation, certain business combinations, amendments to certain provisions
of the Articles of Incorporation and Bylaws or the adoption of contrary
provisions and certain other matters may not be adopted or approved by the
shareholders without the affirmative vote of at least 75% of the outstanding
shares of common stock, subject, in some cases, to certain further limitations.
These provisions may render it more difficult to effect a change of control of
the Applicant and, as a result, may have the effect of deterring a tender offer
or other acquisition proposal involving the Applicant.
- 12 -
<PAGE> 13
LIMITATION OF DIRECTORS' LIABILITY
The Articles of Incorporation eliminate, to the fullest extent
permitted by applicable law, the personal liability of the Applicant's directors
to it or its shareholders for monetary damages for breaches of such directors'
duty of care or other duties as a director. This provision of the Articles of
Incorporation will limit the remedies available to a shareholder in the event of
breaches of any director's duties to shareholders or the Applicant. Under
current Georgia law, the Articles of Incorporation do not provide for the
elimination of or any limitation on the personal liability of a director for (1)
any appropriation, in violation of the director's duties, of any of the
Applicant's business opportunities, (2) acts or omissions which involve
intentional misconduct or a knowing violation of law, (3) unlawful corporate
distributions or (4) any transactions from which the director received an
improper personal benefit.
GEORGIA ANTI-TAKEOVER STATUES
The Georgia Business Corporation Code restricts certain business
combinations with interested shareholders. In accordance with the provisions of
this statute, the Applicant has elected to be covered by its restrictions.
The Georgia business combinations statute regulates business
combinations such as mergers, consolidations, share exchanges and asset
purchases where the acquired business has at least 100 shareholders residing in
Georgia and has its principal office in Georgia, as the Applicant does, and
where the acquiror became an "interested shareholder" of the corporation, unless
either (1) the transaction resulting in such acquiror becoming an "interested
shareholder" or the business combination received the approval of the
corporation's board of directors prior to the date on which the acquiror became
an interested shareholder or (2) the acquiror became the owner of at least 90%
of the outstanding voting stock of the corporation (excluding shares held by
directors, officers and affiliates of the corporation and shares held by certain
other persons) in the same transaction in which the acquiror became an
interested shareholder. For purposes of this statute, an "interested
shareholder" generally is any person who directly or indirectly, alone or in
concert with others, beneficially owns or controls 10% or more of the voting
power of the outstanding voting shares of the corporation. The law prohibits
business combinations with an unapproved interested shareholder for a period of
five years after the date on which such person became an interested shareholder.
The law restricting business combinations is broad in its scope and is designed
to inhibit unfriendly acquisitions.
INDENTURE SECURITIES
ITEM 8. ANALYSIS OF INDENTURE PROVISIONS. Insert at this point the analysis of
indenture provisions required under section 305(a)(2) of the Act.
Defined terms used in this Item 8 that are not otherwise defined in this
application shall have the meanings given to such terms in the Capital
Securities Guarantee Agreement.
(1) The definition of what shall constitute a default under such
indenture, and the withholding of notice to the indenture security holders.
- 13 -
<PAGE> 14
An "Event of Default" under the Capital Securities Guarantee
Agreement means a default by the Guarantor on any of its payment or other
obligations under the Guarantee Agreement; provided, however, that except with
respect to a default in payment of any Guarantee Payments, the Guarantor shall
have received notice of default from the Guarantee Trustee or any Holder (with a
copy to the Guarantee Trustee) and shall not have cured such default within 60
days after receipt of such notice.
Under the Capital Securities Guarantee Agreement, the Guarantee
Trustee is required to give notice of an Event of Default within 90 days unless
such default has been cured before the giving of such notice, subject to certain
conditions.
(2) The authentication and delivery of the indenture securities and
the application of the proceeds thereof.
There are no provisions in the Capital Securities Guarantee
Agreement relating to authentication and delivery of indenture securities.
Further, the issuance of the guarantee under the Capital Securities Guarantee
Agreement does not involve any proceeds and thus the Capital Securities
Guarantee Agreement does not contain any provisions regarding the application of
proceeds of indenture securities.
(3) The release or the release and substitution of any property
subject to the lien of the indenture.
The Applicant's obligations under the Capital Securities Guarantee
Agreement are not secured by any liens or security interests on any assets of
the Applicant. Accordingly, the Capital Securities Guarantee Agreement does not
contain any provisions with respect to the release or the release and
substitution of any property subject to such a lien.
(4) The satisfaction and discharge of the indenture.
The Capital Securities Guarantee Agreement shall terminate and be of
no further force and effect upon (i) full payment of the Redemption Price of all
Capital Securities, (ii) the distribution of Debentures to the holders in
exchange for all of the Capital Securities or (iii) full payment of the amounts
payable in accordance with the Trust Agreement upon liquidation of the Trust.
Notwithstanding the foregoing, the Capital Securities Guarantee Agreement will
continue to be effective or will be reinstated, as the case may be, if at any
time any holder must restore payment of any sums paid with respect to Capital
Securities or this Capital Securities Guarantee Agreement.
(5) The evidence required to be furnished by the obligor upon the
indenture securities to the trustee as to compliance with the conditions and
covenants provided for in such indenture.
Under the Capital Securities Guarantee Agreement, the Guarantor
shall provide to the Guarantee Trustee such evidence of compliance with such
conditions precedent, if any, provided for in the Capital Securities Guarantee
Agreement that relate to any of the matters set forth in Section 314(c) of the
Trust Indenture Act. Any certificate or opinion required to be given by an
officer pursuant to Section 314(c)(1) may be given in the form of an Officers'
Certificate. In addition, under the Capital Securities Guarantee Agreement, the
Guarantor shall provide to the Guarantee Trustee, the Securities and Exchange
Commission and the Holders such documents, reports and information, if any, as
requited by Section 314 of the Trust Indenture Act and the compliance
certificate required by Section 314(a)(4) of
- 14 -
<PAGE> 15
the Trust Indenture Act, in the form, in the manner and at the times required by
Section 314 of the Trust Indenture Act, such compliance certificate to be
delivered annually on or before September 15 of each year.
ITEM 9. OTHER OBLIGORS. Give the name and complete mailing address of any
person, other than the Applicant, who is an obligor upon the indenture
securities.
There are no obligors under the Capital Securities Guarantee Agreement
other than the Applicant.
* * *
Contents of application for qualification. This application for
qualification comprises--
(a) Pages numbered 1 to 16, consecutively.
(b) The statement of eligibility and qualification of each
trustee under the indenture to be qualified (included
herein as Exhibit 99 and incorporated herein by this
reference).
(c) The following exhibits in addition to those filed as a part
of the statement of eligibility and qualification of
each trustee.
<TABLE>
<S> <C>
Exhibit T3A Certificate of Incorporation of the Applicant, incorporated by reference
to Exhibit 3.1 to the Applicant's Annual Report on Form 10-K for the
year ended December 31, 1998 (SEC File No. 1-8918).
Exhibit T3B By-Laws of the Applicant, incorporated by reference to Exhibit 3.2 to
the Applicant's Annual Report on Form 10-K for the year ended
December 31, 1998 (SEC File No. 1-8918).
Exhibit T3C Capital Securities Guarantee Agreement dated as of January 1, 1999 by
SunTrust Banks, Inc. and The Chase Manhattan Bank, as Guarantee
trustee.
Exhibit 99 Form T-1, Statement of Eligibility and Qualification on Form T-1 of
the The Chase Manhattan Bank, as Guarantee trustee.
</TABLE>
- 15 -
<PAGE> 16
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Applicant, SunTrust Banks, Inc., a corporation organized and existing under the
laws of Georgia, has duly caused this application to be signed on its behalf by
the undersigned, thereunto duly authorized, and its seal to be hereunto affixed
and attested, all in the city of New York, and State of New York, on the 15th
day of July, 1999.
(SEAL)
SUNTRUST BANKS, INC.
By: /s/ Raymond D. Fortin
------------------------------------------
Name: Raymond D. Fortin, Esq.
Title: Senior Vice President and General
Counsel
Attest: /s/ Paula Cochran Bird
-----------------------------
Name: Paula Cochran Bird
- 16 -
<PAGE> 1
Exhibit T3C
[EXECUTION COPY]
CAPITAL SECURITIES GUARANTEE AGREEMENT
This CAPITAL SECURITIES GUARANTEE AGREEMENT, dated as of January 1,
1999 (the "Guarantee Agreement"), is executed and delivered by SunTrust Banks,
Inc., a Georgia corporation (the "Guarantor"), and The Chase Manhattan Bank, a
New York banking corporation, as trustee (the "Guarantee Trustee"), for the
benefit of the Holders (as defined herein) from time to time of the Capital
Securities (as defined herein) of Crestar Capital Trust I, a Delaware statutory
business trust (the "Issuer").
WHEREAS, pursuant to an Amended and Restated Trust Agreement (the
"Trust Agreement"), dated as of December 31, 1996 (the "Trust Agreement") among
Crestar Financial Corporation, a Virginia corporation (the "Company"), as
Depositor, the Property Trustee, the Delaware Trustee and the Administrators
named therein and the Holders from time to time of undivided beneficial
interests in the assets of the Issuer, the Issuer has heretofore issued
$200,000,000 in aggregate Liquidation Amount (as that term is defined in the
Trust Agreement) of its 8.16% Capital Securities (the "Capital Securities")
representing preferred undivided beneficial interests in the assets of the
Issuer and having the terms set forth in the Trust Agreement;
WHEREAS, the Company has heretofore issued a series of debentures
denominated its 8.16% Junior Subordinated Deferrable Interest Debentures due
December 15, 2026 (the "Debentures") pursuant to the Indenture dated as of
December 31, 1996, as supplemented by the First Supplemental Indenture dated as
of December 31, 1996 and the Second Supplemental Indenture dated as of January
1, 1999 (as further amended or supplemented from time to time, the "Indenture"),
between the Company and The Chase Manhattan Bank, a New York corporation, as
trustee (the "Trustee");
WHEREAS, the Company and the Guarantor have completed a merger
transaction pursuant to which the Company has become a wholly owned subsidiary
of the Guarantor; and
WHEREAS, the Capital Securities were issued by the Issuer and the
proceeds thereof, together with the proceeds from the issuance of the Issuer's
Common Securities (as defined below), were used to purchase the Debentures,
which were deposited with The Chase Manhattan Bank, as Property Trustee under
the Trust Agreement, as trust assets; and
WHEREAS, by this Guarantee Agreement, the Guarantor desires to agree,
to the extent set forth herein, to pay to the Holders of the Capital Securities
the Guarantee Payments (as defined herein) and to make certain other payments on
the terms and conditions set forth herein.
<PAGE> 2
NOW, THEREFORE, in consideration of the foregoing, of the benefit to
the Guarantor of its ownership of the Company, and of the purchase by each
Holder of Capital Securities, which purchase the Guarantor hereby agrees
benefits the Guarantor, the Guarantor executes and delivers this Guarantee
Agreement for the benefit of the Holders from time to time of the Capital
Securities.
ARTICLE I
DEFINITIONS
SECTION 1.1. Definitions. As used in this Guarantee Agreement, the
terms set forth below shall, unless the context otherwise requires, have the
following meanings. Capitalized or otherwise defined terms used but not
otherwise defined herein shall have the meanings assigned to such terms in the
Trust Agreement as in effect on the date hereof.
"Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person, provided, however,
that an Affiliate of the Guarantor shall not be deemed to be an
Affiliate of the Issuer. For the purposes of this definition, "control"
when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by
contact or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.
"Board of Directors" means either the board of directors of the
Guarantor or any committee of that board duly authorized to act
hereunder.
"Common Securities" means the 8.16% Common Securities (Liquidation
Amount $1,000 per Common Security) of the Issuer.
"Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Guarantee Agreement; provided,
however, that, except with respect to a default in payment of any
Guarantee Payments, the Guarantor shall have received notice of default
from the Guarantee Trustee or any Holder (with a copy to the Guarantee
Trustee) and shall not have cured such default within 60 days after
receipt of such notice.
"Guarantee Payments" means the following payments or
distributions, without duplication, with respect to the Capital
Securities, to the extent not paid or made by or on behalf of the
Issuer: (i) any accrued and unpaid Distributions (as defined in the
Trust Agreement) required to be paid on the Capital Securities, to the
extent the Issuer shall have funds on hand available therefor at such
time, (ii) the redemption price,
2
<PAGE> 3
including all accrued and unpaid Distributions to the date of
redemption (the "Redemption Price"), with respect to any Capital
Securities called for redemption by the Issuer to the extent the Issuer
shall have funds on hand available therefor at such time, and (iii)
upon a voluntary or involuntary termination, dissolution, winding-up or
liquidation of the Issuer, unless Debentures are distributed to the
Holders, the lesser of (a) the aggregate of the Liquidation Amount of
$1,000 per Capital Security plus accrued and unpaid Distributions on
the Capital Securities to the date of payment, and (b) the amount of
assets of the Issuer remaining available for distribution to Holders in
liquidation of the Issuer (in either case, the "Liquidation
Distribution").
"Guarantee Trustee" means The Chase Manhattan Bank, until a
Successor Guarantee Trustee has been appointed and has accepted such
appointment pursuant to the terms of this Guarantee Agreement and
thereafter means each such Successor Guarantee Trustee.
"Holder" means any holder, as registered on the books and records
of the Issuer, of any Capital Securities; provided, however, that in
determining whether the holders of the requisite percentage of Capital
Securities have given any request, notice, consent or waiver hereunder,
"Holder" shall not include the Guarantor, the Guarantee Trustee, or any
Affiliate of the Guarantor or the Guarantee Trustee.
"Indenture" means the Indenture dated as of December 31, 1996,
between the Company and The Chase Manhattan Bank, as trustee, as
supplemented or amended from time to time.
"List of Holders" has the meaning specified in Section 2.2(a).
"Majority in Liquidation Amount of the Securities" means, except
as provided by the Trust Indenture Act, a vote by the Holder(s), voting
separately as a class, of more than 50% of the Liquidation Amount of
all then outstanding Capital Securities issued by the Issuer.
"Officers' Certificate" means, with respect to the Guarantor, a
certificate signed by the Chairman of the Board, any Vice Chairman of
the Board, the Chief Executive Officer, the President, any Vice
Chairman or any Vice President, and by the Treasurer, Associate
Treasurer, any Assistant Treasurer, the Controller, the Secretary or
any Assistant Secretary of such Person, and delivered to the Guarantee
Trustee. Any Officers' Certificate delivered with respect to compliance
with a condition or covenant provided for in this Guarantee Agreement
(other than pursuant to Section 2.4) shall include:
(a) a statement that each officer signing the Officers'
Certificate has read the covenant or condition and the definitions
relating thereto;
3
<PAGE> 4
(b) a brief statement of the nature and scope of the
examination or investigation undertaken by each officer in
rendering the Officers' Certificate;
(c) a statement that each officer has made such examination
or investigation as, in such officer' s opinion, is necessary to
enable such officer to express an informed opinion as to whether
or not such covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each
officer, such condition or covenant has been complied with.
"Person" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association,
joint stock company, limited liability company, trust,
unincorporated association, or government or any agency or
political subdivision thereof, or any other entity of whatever
nature.
"Responsible Officer" means with respect to the Guarantee
Trustee, any Senior Vice President, any Vice President, any
Assistant Vice President, the Secretary, any Assistant Secretary,
the Treasurer, any Assistant Treasurer, any Senior Trust Officer,
any Trust Officer or Assistant Trust Officer or any other officer
of the Corporate Trust Department of the Guarantee Trustee and
also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of that
officer's knowledge of and familiarity with the particular
subject.
"Successor Guarantee Trustee" means a successor Guarantee
Trustee possessing the qualifications to act as Guarantee Trustee
under Section 4.1.
"Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended.
ARTICLE II
TRUST INDENTURE ACT
Section 2.1. Trust Indenture Act; Application. This Guarantee Agreement
is subject to the provisions of the Trust Indenture Act, and the Guarantee
Agreement is intended to comply with the requirements of Sections 310 to 317,
inclusive, of the Trust Indenture Act. If and to the extent that any provision
of this Guarantee Agreement limits, qualifies or conflicts with the duties
imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such
imposed duties shall control.
4
<PAGE> 5
Section 2.2. List of Holders. (a) The Guarantor shall furnish or cause
to be furnished to the Guarantee Trustee (a) semiannually, not more than five
days after December 1 and June 1 of each year, beginning with December 1999, a
list, in such form as the Guarantee Trustee may reasonably require, of the names
and addresses of the Holders ("List of Holders") as of a date not more than 15
days prior to the delivery thereof, and (b) at such other times as the Guarantee
Trustee may request in writing, within 30 days after the receipt by the
Guarantor of any such request, a List of Holders as of a date not more than 15
days prior to the time such list is furnished, in each case to the extent such
information is in the possession or control of the Guarantor and is not
identical to a previously supplied list of Holders or has not otherwise been
received by the Guarantee Trustee in its capacity as such. The Guarantee Trustee
may destroy any List of Holders previously given to it on receipt of a new List
of Holders.
(b) The Guarantee Trustee shall comply with the obligations imposed
under Section 311(a), Section 311(b) and Section 312(b) of the Trust Indenture
Act.
Section 2.3. Reports by the Guarantee Trustee. The Guarantee Trustee
shall provide to the Holders, not later than 60 days after September 15 of each
year, such reports dated as of such September 15 as are required by Section
313(a) of the Trust Indenture Act, if any, in the form and in the manner
provided by Section 313 of the Trust Indenture Act. The Guarantee Trustee shall
also comply with the requirements of Section 313(d) of the Trust Indenture Act.
Section 2.4. Periodic Reports to the Guarantee Trustee. The Guarantor
shall provide to the Guarantee Trustee, the Securities and Exchange Commission
and the Holders such documents, reports and information, if any, as requited by
Section 314 of the Trust Indenture Act and the compliance certificate required
by Section 314(a)(4) of the Trust Indenture Act, in the form, in the manner and
at the times required by Section 314 of the Trust Indenture Act, such compliance
certificate to be delivered annually on or before September 15 of each year.
Section 2.5. Evidence of Compliance with Conditions Precedent. The
Guarantor shall provide to the Guarantee Trustee such evidence of compliance
with such conditions precedent, if any, provided for in this Guarantee Agreement
that relate to any of the matters set forth in Section 314(c) of the Trust
Indenture Act. Any certificate or opinion required to be given by an officer
pursuant to Section 314(c)(1) may be given in the form of an Officers'
Certificate.
Section 2.6. Events of Default; Waiver. The Holder of a Majority in
Liquidation Amount of the Capital Securities may, by vote, on behalf of the
Holders, waive any past Event of Default and its consequences. Upon such waiver,
any such Event of Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this
Guarantee Agreement, but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent therefrom.
5
<PAGE> 6
Section 2.7. Event of Default; Notice. (a) The Guarantee Trustee shall,
within 90 days after the occurrence of an Event of Default, transmit by mail,
first class postage prepaid, to the Holders, notices of all Events of Default
known to the Guarantee Trustee, unless such defaults have been cured before the
giving of such notice, provided, that, except in the case of a default in the
payment of a Guarantee Payment, the Guarantee Trustee shall be protected in
withholding such notice if and so long as the Board of Directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the
Guarantee Trustee in good faith determines that the withholding of such notice
is in the interests of the Holders.
(b) The Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless the Guarantee Trustee shall have received written notice
from the Guarantor or a Holder, or a Responsible Officer charged with the
administration of this Guarantee Agreement shall have obtained written notice
from the Guarantor or a Holder, of such Event of Default.
Section 2.8. Conflicting Interests. The Trust Agreement shall be deemed
to be specifically described in this Guarantee Agreement for the purposes of
clause (i) of the first proviso contained in Section 310(b) of the Trust
Indenture Act.
ARTICLE III
POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE
Section 3.1. Powers and Duties of the Guarantee Trustee. (a) This
Guarantee Agreement shall be held by the Guarantee Trustee for the benefit of
the Holders, and the Guarantee Trustee shall not transfer this Guarantee
Agreement to any Person except a Holder exercising his or her rights pursuant to
Section 5.4(iv) or to a Successor Guarantee Trustee on acceptance by such
Successor Guarantee Trustee of its appointment to act as Successor Guarantee
Trustee. The right, title and interest of the Guarantee Trustee shall
automatically vest in any Successor Guarantee Trustee, upon acceptance by such
Successor Guarantee Trustee of its appointment hereunder, and such vesting and
cessation of title shall be effective whether or not conveyancing documents have
been executed and delivered pursuant to the appointment of such Successor
Guarantee Trustee.
(b) If an Event of Default has occurred and is continuing, the
Guarantee Trustee shall enforce this Guarantee Agreement for the benefit of the
Holders.
(c) The Guarantee Trustee, before the occurrence of any Event of
Default and after the curing of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Guarantee Agreement, and no implied covenants shall be read into this
Guarantee Agreement against the Guarantee Trustee. In case an Event of Default
has occurred (that has not been cured or waived pursuant to Section 2.6), the
6
<PAGE> 7
Guarantee Trustee shall exercise such of the rights and powers vested in it by
this Guarantee Agreement, and use the same degree of care and skill in its
exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.
(d) No provision of this Guarantee Agreement shall be construed to
relieve the Guarantee Trustee from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except that:
(i) prior to the occurrence of any Event of Default and after the
curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Guarantee Trustee shall
be determined solely by the express provisions of this Guarantee
Agreement, and the Guarantee Trustee shall not be liable except
for the performance of such duties and obligations as are
specifically set forth in this Guarantee Agreement; and
(B) in the absence of bad faith on the part of the Guarantee
Trustee, the Guarantee Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to
the Guarantee Trustee and conforming to the requirements of this
Guarantee Agreement; but in the case of any such certificates or
opinions that by any provision hereof or of the Trust Indenture
Act (were it applicable hereto) are specifically required to be
furnished to the Guarantee Trustee, the Guarantee Trustee shall be
under a duty to examine the same to determine whether or not they
conform to the requirements of this Guarantee Agreement;
(ii) the Guarantee Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer of the Guarantee
Trustee, unless it shall be proved that the Guarantee Trustee was
negligent in ascertaining the pertinent facts upon which such judgment
was made;
(iii) the Guarantee Trustee shall not be liable with respect to
any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Holders of not less than a
Majority in Liquidation Amount of the Capital Securities relating to
the time, method and place of conducting any proceeding for any remedy
available for the Guarantee Trustee, or exercising any trust or power
conferred upon the Guarantee Trustee under this Guarantee Agreement;
and
(iv) no provision of this Guarantee Agreement shall require the
Guarantee Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of its duties or
in the exercise of any of its rights or powers, if the Guarantee
Trustee shall have reasonable grounds for believing that the repayment
of such funds or liability is not reasonably assured to it under the
terms of this Guarantee
7
<PAGE> 8
Agreement or adequate indemnity against such risk or liability is not
reasonably assured to it.
Section 3.2. Certain Rights of Guarantee Trustee. (a) Subject to the
provisions of Section 3.1:
(i) The Guarantee Trustee may rely and shall be fully protected
in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document reasonably believed by it to be genuine and
to have been signed, sent or presented by the proper party or parties.
(ii) Any direction or act of the Guarantor contemplated by this
Guarantee Agreement shall be sufficiently evidenced by an Officers'
Certificate unless otherwise prescribed herein.
(iii) Whenever, in the administration of this Guarantee Agreement,
the Guarantee Trustee shall deem it desirable that a matter be proved
or established before taking, suffering or omitting to take any action
hereunder, the Guarantee Trustee (unless other evidence is herein
specifically prescribed) may, in the absence of bad faith on its part,
request and rely upon an Officers' Certificate which, upon receipt of
such request from the Guarantee Trustee, shall be promptly delivered by
the Guarantor.
(iv) The Guarantee Trustee may consult with legal counsel of its
own selection, and the written advice or opinion of such legal counsel
with respect to legal matters shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted to
be taken by it hereunder in good faith and in accordance with such
advice or opinion. Such legal counsel may be legal counsel to the
Guarantor or any of its Affiliates and may be one of its employees. The
Guarantee Trustee shall have the right at any time to seek instructions
concerning the administration of this Guarantee Agreement from any
court of competent jurisdiction.
(v) The Guarantee Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Guarantee
Agreement at the request or direction of any Holder, unless such Holder
shall have provided to the Guarantee Trustee such adequate security and
indemnity as would satisfy a reasonable person in the position of the
Guarantee Trustee, against the costs, expenses (including attorneys'
fees and expenses) and liabilities that might be incurred by it in
complying with such request or direction, including such reasonable
advances as may be requested by the Guarantee Trustee; provided that,
nothing contained in this Section 3.2(a)(v) shall be taken to relieve
the Guarantee Trustee, upon the occurrence of an Event of Default, of
its obligation to exercise the rights and powers vested in it by this
Guarantee Agreement.
8
<PAGE> 9
(vi) The Guarantee Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Guarantee Trustee, in
its discretion, may make such further inquiry or investigation into
such fact or matters as it may see fit.
(vii) The Guarantee Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by
or through its agents or attorneys, and the Guarantee Trustee shall not
be responsible for any misconduct or negligence on the part of any such
agent or attorney appointed with due care by it hereunder.
(viii) Whenever in the administration of this Guarantee Agreement
the Guarantee Trustee shall deem it desirable to receive instructions
with respect to enforcing any remedy or right or taking any other
action hereunder, the Guarantee Trustee (A) may request instructions
from the Holders, (B) may refrain from enforcing such remedy or right
or taking such other action until such instructions are received, and
(C) shall be protected in acting in accordance with such instructions.
(b) No provision of this Guarantee Agreement shall be deemed to impose
any duty or obligation on the Guarantee Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it in any
jurisdiction in which it shall be illegal, or in which the Guarantee Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Guarantee Trustee
shall be construed to be a duty to act in accordance with such power and
authority.
Section 3.3. Compensation. The Guarantor agrees to pay to the Guarantee
Trustee from time to time reasonable compensation for all services rendered by
it hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) and to reimburse
the Guarantee Trustee upon request for all reasonable expenses, disbursements
and advances incurred or made by the Guarantee Trustee in accordance with any
provision of this Guarantee Agreement (including the reasonable compensation and
the expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to its negligence or bad
faith.
Section 3.4. Indemnity. The Guarantor agrees to indemnify the Guarantee
Trustee for, and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on the part of the Guarantee Trustee,
arising out of or in connection with the acceptance or administration of this
Guarantee Agreement, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder. The Guarantee Trustee will not claim or
exact any lien
9
<PAGE> 10
or charge on any Guarantee Payments as a result of any amount due to it under
this Guarantee Agreement.
ARTICLE IV
GUARANTEE TRUSTEE
Section 4.1. Guarantee Trustee: Eligibility. (a) There shall at all
times be a Guarantee Trustee, which shall:
(i) not be an Affiliate of the Guarantor; and
(ii) be a Person that is eligible pursuant to the Trust Indenture
Act to act as such and has a combined capital and surplus of at least
$50,000,000, and shall be a corporation meeting the requirements of
Section 310(a) of the Trust Indenture Act. If such corporation
publishes reports of condition at least annually, pursuant to law or to
the requirements of the supervising or examining authority, then, for
the purposes of this Section and to the extent permitted by the Trust
Indenture Act, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published.
(b) If at any time the Guarantee Trustee shall cease to be eligible to
so act under Section 4.1(a), the Guarantee Trustee shall immediately resign in
the manner and with the effect set out in Section 4.2(c).
(c) If the Guarantee Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Guarantee Trustee and Guarantor shall in all respects comply with the provisions
of Section 310(b) of the Trust Indenture Act, subject to the penultimate
paragraph thereof.
Section 4.2. Appointment, Removal and Resignation of the Guarantee
Trustee. (a) Subject to Section 4.2(b), the Guarantee Trustee may be appointed
or removed without cause at any time by the Guarantor.
(b) The Guarantee Trustee shall not be removed until a Successor
Guarantee Trustee has been appointed and has accepted such appointment by
written instrument executed by such Successor Guarantee Trustee and delivered to
the Guarantor.
(c) The Guarantee Trustee appointed hereunder shall hold office until a
Successor Guarantee Trustee shall have been appointed or until its removal or
resignation. The Guarantee Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument in writing executed by the
Guarantee Trustee and delivered to the Guarantor,
10
<PAGE> 11
which resignation shall not take effect until a Successor Guarantee Trustee has
been appointed and has accepted such appointment by instrument in writing
executed by such Successor Guarantee Trustee and delivered to the Guarantor and
the resigning Guarantee Trustee.
(d) If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.2 within 60 days after
delivery to the Guarantor of an instrument of resignation, the resigning
Guarantee Trustee may petition, at the expense of the Guarantor, any court of
competent jurisdiction for appointment of a Successor Guarantee Trustee. Such
court may thereupon, after prescribing such notice, if any, as it may deem
proper, appoint a Successor Guarantee Trustee.
ARTICLE V
GUARANTEE
Section 5.1. Guarantee. The Guarantor irrevocably and unconditionally
agrees to pay in full to the Holders the Guarantee Payments (without duplication
of amounts theretofore paid by or on behalf of the Issuer), as and when due,
regardless of any defense, right of set-off or counterclaim that the Issuer may
have or assert. The Guarantor's obligation to make a Guarantee Payment may be
satisfied by direct payment of the required amounts by the Guarantor to the
Holders or by causing the Issuer to pay such amounts to the Holders.
Section 5.2. Waiver of Notice and Demand. The Guarantor hereby waives
notice of acceptance of the Guarantee Agreement and of any liability to which it
applies or may apply, presentment, demand for payment, any right to require a
proceeding first against the Guarantee Trustee, Issuer or any other Person
before proceeding against the Guarantor, protest, notice of nonpayment, notice
of dishonor, notice of redemption and all other notices and demands.
Section 5.3. Obligations Not Affected. The obligations, covenants,
agreements and duties of the Guarantor under this Guarantee Agreement shall in
no way be affected or impaired by reason of the happening from time to time of
any of the following:
(a) the release or waiver, by operation of law or otherwise, of
the performance or observance by the Issuer of any express or implied
agreement, covenant, term or condition relating to the Capital
Securities to be performed or observed by the Issuer,
(b) the extension of time for the payment by the Issuer of all or
any portion of the Distributions (other than an extension of time for
payment of Distributions that results from the extension of any
interest payment period on the Debentures as so provided in the
Indenture), Redemption Price, Liquidation Distribution or any other
sums payable under the terms of the Capital Securities or the extension
of time for the performance
11
<PAGE> 12
of any other obligation under, arising out of, or in connection with,
the Capital Securities;
(c) any failure, omission, delay or lack of diligence on the part
of the Holders to enforce, assert or exercise any right, privilege,
power or remedy conferred on the Holders pursuant to the terms of the
Capital Securities, or any action on the part of the Issuer granting
indulgence or extension of any kind;
(d) the voluntary or involuntary liquidation, dissolution, sale of
any collateral, receivership, insolvency, bankruptcy, assignment for
the benefit of creditors, reorganization, arrangement, composition or
readjustment of debt of, or other similar proceedings affecting, the
Issuer or any of the assets of the Issuer;
(e) any invalidity of, or defect or deficiency in, the Capital
Securities;
(f) the settlement or compromise of any obligation guaranteed
hereby or hereby incurred; or
(g) any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a guarantor, it
being the intent of this Section 5.3 that the obligations of the
Guarantor hereunder shall be absolute and unconditional under any and
all circumstances.
There shall be no obligation of the Holders to give notice to, or obtain the
consent of, the Guarantor with respect to the happening of any of the foregoing.
Section 5.4. Rights of Holders. The Guarantor expressly acknowledges
that: (i) this Guarantee Agreement will be deposited with the Guarantee Trustee
to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the
right to enforce this Guarantee Agreement on behalf of the Holders; (iii) the
Holders of a Majority in Liquidation Amount of the Capital Securities have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Guarantee Trustee in respect of this Guarantee Agreement
or exercising any trust or power conferred upon the Guarantee Trustee under this
Guarantee Agreement, provided, however, that, subject to Section 3.1, the
Guarantee Trustee shall have the right to decline to follow any such direction
if the Guarantee Trustee being advised by counsel determines that the action so
directed may not lawfully be taken, or if the Guarantee Trustee in good faith
shall, by a Responsible Officer or Officers of the Guarantee Trustee, determine
that the proceedings so directed would be illegal or involve it in personal
liability or be unduly prejudicial to the rights of the Holders not party to
such direction, and provided further that nothing in this Guarantee Agreement
shall impair the right of the Guarantee Trustee to take any action deemed proper
by the Guarantee Trustee and which is not inconsistent with such direction; and
(iv) to the fullest extent permitted by law, any Holder may institute a legal
proceeding directly against the Guarantor to enforce its rights under this
12
<PAGE> 13
Guarantee Agreement, without first instituting a legal proceeding against the
Guarantee Trustee, the Issuer or any other Person. The Guarantor waives any
right to require that any action be brought first against the Issuer or any
other Person or entity before proceeding directly against the Guarantor.
Section 5.5. Guarantee of Payment. This Guarantee Agreement creates a
guarantee of payment and not of collection. This Guarantee Agreement will not be
discharged except by payment of the Guarantee Payments in full (without
duplication of amounts theretofore paid by the Issuer) or upon distribution of
Debentures to Holders as provided in the Trust Agreement.
Section 5.6. Subrogation. The Guarantor shall be subrogated to all (if
any) rights of the Holders against the Issuer in respect of any amounts paid to
the Holders by the Guarantor under this Guarantee Agreement and shall have the
right to waive payment by the Issuer pursuant to Section 5.1; provided, however,
that the Guarantor shall not (except to the extent required by mandatory
provisions of law) be entitled to enforce or exercise any rights which it may
acquire by way of subrogation or any indemnity, reimbursement or other
agreement, in all cases as a result of payment under this Guarantee Agreement,
if, at the time of any such payment, any amounts are due and unpaid under this
Guarantee Agreement. If any amount shall be paid to the Guarantor in violation
of the preceding sentence, the Guarantor agrees to hold such amount in trust for
the Holders and to pay over such amount to the Holders.
Section 5.7. Independent Obligations. The Guarantor acknowledges that
its obligations hereunder are independent of the obligations of the Issuer with
respect to the Capital Securities and that the Guarantor shall be liable as
principal and as debtor hereunder to make Guarantee Payments pursuant to the
terms of this Guarantee Agreement notwithstanding the occurrence of any event
referred to in subsections (a) through (g), inclusive, of Section 5.3 hereof.
Section 5.8. Merger or Consolidation of Guarantor. The Guarantor
covenants that it will not consolidate with or merge into any other Person, or
transfer, convey or lease all or substantially all of its assets or properties
to any other Person, and no other Person shall consolidate with or merge into
the Guarantor, or transfer, convey or lease all or substantially all of its
assets to the Guarantor, unless (i) either the Guarantor shall be the continuing
corporation, or the successor shall be a Person organized and existing under the
laws of the United States of America or a State thereof or the District of
Columbia and such successor shall expressly assume the Guarantor's obligations
under this Guarantee Agreement by written instrument in form satisfactory to the
Trustee, executed and delivered to the Trustee by such successor, (ii)
immediately after such merger or consolidation, or such transfer, conveyance or
lease, no Event of Default hereunder, and no event which, after notice or lapse
of time or both would become an Event of Default, shall have happened and be
continuing, (iii) such consolidation, merger, transfer, conveyance or lease is
permitted under the Trust Agreement and Indenture and does not give rise to any
breach or violation of the Trust Agreement or Indenture and (iv) the Guarantee
Trustee shall have received an opinion of counsel of the
13
<PAGE> 14
Guarantor or such successor person, as the case may be, to the effect that such
consolidation, merger, transfer, conveyance or lease and any such assumption
complies with the provisions of this Section and that all conditions precedent
herein provided for relating to such transaction have been complied with.
ARTICLE VI
SUBORDINATION
Section 6.1. Subordination. The obligations of the Guarantor under this
Guarantee Agreement constitute unsecured obligations of the Guarantor and rank
subordinate and junior in right of payment to all other liabilities of the
Guarantor (including obligations under the Debentures) except (a) those
liabilities which expressly by their terms are made pari passu or subordinate to
the obligations of the Guarantor under this Guarantee Agreement, and (b)
liabilities arising under similar guarantee agreements as described in Section
6.2 hereof.
Section 6.2. Pari Passu to Similar Guarantees. The obligations of the
Guarantor under this Guarantee Agreement shall rank pari passu with the
obligations of the Guarantor under any similar guarantee agreements issued by
the Guarantor on behalf of the holders of preferred securities or capital
securities issued by any Crestar Capital Trust (as defined in the Indenture) or
any similar trust of the Guarantor.
ARTICLE VII
TERMINATION
Section 7.1. Termination. This Guarantee Agreement shall terminate and
be of no further force and effect upon (i) full payment of the Redemption Price
of all Capital Securities, (ii) the distribution of Debentures to the Holders in
exchange for all of the Capital Securities or (iii) full payment of the amounts
payable in accordance with the Trust Agreement upon liquidation of the Issuer.
Notwithstanding the foregoing, this Guarantee Agreement will continue to be
effective or will be reinstated, as the case may be, if at any time any Holder
must restore payment of any sums paid with respect to Capital Securities or this
Guarantee Agreement. Sections 3.3 and 3.4 shall survive the termination of this
Guarantee Agreement.
14
<PAGE> 15
ARTICLE VIII
MISCELLANEOUS
Section 8.1. Successors and Assigns. All guarantees and agreements
contained in this Guarantee Agreement shall bind the successors, assigns,
receivers, trustees and representatives of the Guarantor and shall inure to the
benefit of the Holders of the Capital Securities then outstanding. Except in
connection with a consolidation, merger or sale involving the Guarantor that is
permitted under Section 5.8 of this Guarantee Agreement, the Guarantor shall not
assign its obligations hereunder.
Section 8.2. Amendments. Except with respect to any changes which do
not adversely affect the rights of the Holders in any material respect (in which
case no consent of the Holders will be required), this Guarantee Agreement may
only be amended with the prior approval of the Holders of not less than a
Majority in Liquidation Amount of all the outstanding Capital Securities. The
provisions of the Trust Agreement concerning meetings or consents of the Holders
shall apply to the giving of such approval.
Section 8.3. Notices. Any notice, request or other communication
required or permitted to be given hereunder shall be in writing, duly signed by
the party giving such notice, and delivered, telecopied or mailed by first class
mail as follows:
(a) if given to the Guarantor, to the address set forth below or
such other address, facsimile number or to the attention of such other
Person as the Guarantor may give notice to the Holders:
SunTrust Banks, Inc.
303 Peachtree St. N.E.
Atlanta, Georgia 30308-3201
Facsimile No.: 404-724-3749
Attention: Treasurer
(b) if given to the Issuer, at the Issuer's (and the Guarantee
Trustee's) address set forth below or such other address as the Issuer
may give notice to the Holders and the Guarantee Trustee:
Crestar Capital Trust I
c/o SunTrust Banks, Inc.
303 Peachtree St. N.E.
Atlanta, Georgia 30308-3201
Facsimile No.: 404-724-3749
Attention: Treasurer
15
<PAGE> 16
with a copy to:
The Chase Manhattan Bank
450 West 33rd Street, 15th Floor
New York, New York 10001
Facsimile No.: 212-946-8160
Attention: Corporate Trustee Administration
(c) if given to the Guarantee Trustee, to the address set forth below
or such other address, facsimile number or to the attention of such other Person
as the Guarantee Trustee may give notice to the Holders:
The Chase Manhattan Bank
450 West 33rd Street
New York, New York 10001
Facsimile No.: (212) 946-8160
Attention: Corporate Trustee Administration
(d) if given to any Holder, at the address set forth on the books and
records of the Issuer.
All notices hereunder shall be deemed to have been given when received
in person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.
Section 8.4. Benefit. This Guarantee Agreement is solely for the
benefit of the Holders and is not separately transferable from the Capital
Securities.
In this Guarantee Agreement, unless the context otherwise requires:
(a) capitalized terms used in this Guarantee Agreement but not
defined in the preamble hereto have the respective meanings assigned to
them in Section 1.1;
(b) a term defined anywhere in this Guarantee Agreement has the
same meaning throughout;
(c) all references to "the Guarantee Agreement" or "this Guarantee
Agreement" are to this Guarantee Agreement as modified, supplemented or
amended from time to time;
(d) all references in this Guarantee Agreement to Articles and
Sections are to Articles and Sections of this Guarantee Agreement
unless otherwise specified;
16
<PAGE> 17
(e) a term defined in the Trust Indenture Act has the same meaning
when used in this Guarantee Agreement unless otherwise defined in this
Guarantee Agreement or unless the context otherwise requires;
(f) a reference to the singular includes the plural and vice
versa; and
(g) the masculine, feminine or neuter genders used herein shall
include the masculine, feminine and neuter genders.
Section 8.5. Governing Law. THIS GUARANTEE AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
This instrument may be executed in any number of counterparts each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
17
<PAGE> 18
THIS GUARANTEE AGREEMENT is executed as of the day and year first above
written.
SUNTRUST BANKS, INC.
By /s/ Raymond D. Fortin
-------------------------------------
Name: Raymond D. Fortin
Title: Senior Vice President
THE CHASE MANHATTAN BANK
as Guarantee Trustee
By /s/ William Keenan
-------------------------------------
Name: William Keenan
Title: Trust Officer
18
<PAGE> 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) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------------------
SUNTRUST BANKS, INC.
(Exact name of obligor as specified in its charter)
GEORGIA 58-1575035
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
303 PEACHTREE STREET N.E.
ATLANTA, GA 30308
(Address of principal executive offices) (Zip Code)
GUARANTEE OF 8.16% CAPITAL SECURITIES
(CRESTAR CAPITAL TRUST I )
(Title of the indenture securities)
<PAGE> 2
GENERAL
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.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
<PAGE> 3
-3-
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 as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-06249, which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996,
in connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76439, which
is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
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.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 14th day
of July, 1999.
THE CHASE MANHATTAN BANK
By /s/William G. Keenan
--------------------------
William G. Keenan
Trust Officer
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 1999. In
accordance with a call made by the Federal
Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
--------------
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin .................................... $ 15,364
Interest-bearing balances ............................ 3,811
Securities:
Held to maturity securities ............................... 1,084
Available for sale securities ............................. 49,894
Federal funds sold and securities purchased under
agreements to resell ................................. 27,638
Loans and lease financing receivables:
Loans and leases, net of unearned income $131,839
Less: Allowance for loan and lease losses 2,642
Less: Allocated transfer risk reserve 0
--------
Loans and leases, net of unearned income,
allowance, and reserve ............................... 129,197
Trading Assets ............................................ 45,483
Premises and fixed assets (including capitalized
leases) .............................................. 3,124
Other real estate owned ................................... 242
Investments in unconsolidated subsidiaries and
associated companies ................................. 171
Customers' liability to this bank on acceptances
outstanding .......................................... 974
Intangible assets ......................................... 2,017
Other assets .............................................. 12,477
--------
TOTAL ASSETS .............................................. $291,476
========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<S> <C>
LIABILITIES
Deposits
In domestic offices ........................................ $102,273
Noninterest-bearing .................................$39,135
Interest-bearing .................................... 63,138
In foreign offices, Edge and Agreement,
subsidiaries and IBF's ..................................... 74,586
Noninterest-bearing .......................................$4,221
Interest-bearing .....................................70,365
Federal funds purchased and securities sold under agree-
ments to repurchase ............................................. 41,039
Demand notes issued to the U.S. Treasury ........................ 1,000
Trading liabilities ............................................. 32,929
Otherborrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less .............. 4,353
With a remaining maturity of more than one year
through three years ................................. 14
With a remaining maturity of more than three years ....... 92
Bank's liability on acceptances executed and outstanding ........ 974
Subordinated notes and debentures ............................... 5,427
Other liabilities ............................................... 9,684
TOTAL LIABILITIES ............................................... 272,371
--------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................... 0
Common stock .................................................... 1,211
Surplus (exclude all surplus related to preferred stock) ....... 11,016
Undivided profits and capital reserves .......................... 7,040
Net unrealized holding gains (losses)
on available-for-sale securities ................................ (179)
Accumulated net gains (losses) on cash flow hedges .............. 0
Cumulative foreign currency translation adjustments ............. 17
TOTAL EQUITY CAPITAL ............................................ 19,105
--------
TOTAL LIABILITIES AND EQUITY CAPITAL ............................ $291,476
========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the
above-named bank, do hereby declare that this Report
of Condition has been prepared in conformance with
the instructions issued by the appropriate Federal
regulatory authority and is true to the best of my
knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the
correctness of this Report of Condition and declare
that it has been examined by us, and to the best of
our knowledge and belief has been prepared in
conformance with the instructions issued by the
appropriate Federal regulatory authority and is true
and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR.)
-5-
