<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 21, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SUNTRUST BANKS, INC.
(Exact name of registrant as specified in its charter)
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<TABLE>
<S> <C> <C>
GEORGIA 6711 58-1575035
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</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
SENIOR VICE PRESIDENT
AND GENERAL COUNSEL
303 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30308
(404) 588-7711
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
C. WILLIAM BAXLEY
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303
(404) 572-4600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time following the effectiveness of this Registration Statement.
If any securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) FEE(2)
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<S> <C> <C> <C> <C>
Common Stock, $1.00 par value per
share............................. 2,700,000 $69.65625 $188,071,875.00 $52,284
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</TABLE>
(1) Plus such additional shares as may be issued by reason of stock splits,
stock dividends or similar transactions. Does not include 300,000 shares of
Common Stock previously registered on Registration Statement No. 333-61575
to which the Prospectus relating to this Registration Statement also
relates.
(2) Estimated solely for the purpose of calculating the registration fee and
computed pursuant to Rule 457(c) based on the average of the high and low
sale prices of the Registrant's common stock on the New York Stock Exchange
on April 16, 1999.
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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 THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS 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, THE PROSPECTUS RELATING TO
THIS REGISTRATION STATEMENT IS A COMBINED PROSPECTUS ALSO RELATING TO
REGISTRATION STATEMENT NO. 333-61575 PREVIOUSLY FILED BY THE REGISTRANT ON FORM
S-3 AND DECLARED EFFECTIVE ON NOVEMBER 13, 1998.
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<PAGE> 2
Information contained in this document is subject to completion or amendment. A
registration statement relating to these securities has 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 the registration statement becomes
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.
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PROSPECTUS
3,000,000 SHARES
SUNTRUST BANKS, INC.
COMMON STOCK
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SunTrust Banks, Inc., a Georgia corporation, is a bank holding company
based in Atlanta, Georgia. This prospectus relates to the issuance in the
aggregate of 3,000,000 shares of our common stock, par value $1.00 per share,
which we may offer from time to time in connection with acquisitions of other
businesses, assets or properties. These acquisitions may take the form of
purchases, mergers or any other form of business combination.
The consideration we offer for such acquisitions will consist of our common
stock, cash, notes or other evidences of indebtedness, guarantees, assumptions
of liabilities or a combination of such items, as we determine from time to time
in negotiations with the owners, controlling persons or management of the
businesses, assets or properties we acquire. In addition, we may lease property
from and enter into employment or consulting agreements or noncompetition
agreements with the former owners or key employees of the businesses we acquire.
We expect to determine the terms of an acquisition through arms' length
negotiations with the owners, controlling persons or management of the
businesses, assets or properties we acquire. Factors which we may take into
account in determining such terms include, but are not limited to, the
following:
- the quality and reputation of the business and its management;
- the earning power, cash flow and growth potential of the business;
- the markets served by the business and the markets under development
by the business; and
- the market value of our common stock.
We anticipate that we will value our common stock to be issued in any
acquisition at a price reasonably related to the market value of such common
stock either at the time the terms of the acquisition are tentatively agreed
upon or at or about the time of the closing of such acquisition. We do not
expect to pay underwriting discounts or commissions in connection with the
offering or issuance of our common stock covered by this prospectus, although it
is possible that finder's fees may be paid in connection with certain
acquisitions. Any person receiving such fees may be deemed to be an
"underwriter" within the meaning of the Securities Act of 1933, and any profit
on the resale of shares of common stock purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act of 1933.
Our common stock is listed on the New York Stock Exchange under the ticker
symbol "STI." The closing price of our common stock on April 19, 1999, was
$70.8125 per share.
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THE SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF OUR BANK OR NON-BANK SUBSIDIARIES.
THE SHARES ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENT AGENCY.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS , 1999.
<PAGE> 3
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). You
may read and copy any document we file at the Commission's public reference room
at 450 Fifth Street, N.W., Washington, D.C. 20549, or at its Regional Offices at
7 World Trade Center, Suite 1300, New York, New York 10048, and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Please call the
Commission at 1-800-SEC-0330 for further information on the public reference
rooms. You can also obtain copies of such documents from the New York Stock
Exchange, from commercial document retrieval services and from the Internet site
maintained by the Commission at "http://www.sec.gov."
We have filed a Registration Statement to register with the Commission the
shares of our common stock to be offered and issued pursuant to this prospectus.
This prospectus is a part of the Registration Statement. As allowed by
Commission rules, this prospectus does not contain all the information that you
can find in the Registration Statement or the exhibits to the Registration
Statement.
The Commission allows us to "incorporate by reference" information into
this prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the Commission. The
information incorporated by reference is deemed to be a part of this prospectus,
except for any information superseded by information contained directly in the
prospectus. We incorporate by reference the documents set forth below and any
future filings we make with the Commission under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, prior to the
termination of the offering of our common stock under this prospectus. These
documents contain important business and financial information about us and our
financial condition that is not included in or delivered with this prospectus.
<TABLE>
<CAPTION>
COMMISSION FILINGS (FILE NO. 1-8918) PERIOD
<S> <C>
Annual Report on Form 10-K Year ended December 31, 1998
Current Reports on Form 8-K Dated January 12, 1999 and January 15,
1999, as amended
Registration Statement on Form 8-B Dated June 10, 1985, as amended on August
4, 1987, setting forth a description of our
common stock (including any amendments or
reports filed for the purpose of updating
such description)
</TABLE>
You may request a copy of these filings (including exhibits to such filings
that we have specifically incorporated by reference in such filings), at no
cost, by writing or calling our executive offices at the following address:
SUNTRUST BANKS, INC.
303 Peachtree Street, N.E.
Atlanta, Georgia 30308
Telephone: (404) 658-4879
Attention: Eugene S. Putnam, Jr., Senior Vice President-Investor
Relations
You should rely only on the information contained or incorporated by
reference in this prospectus or any related supplement. We have not authorized
anyone else to provide you with different information. You should not assume
that the information contained in this prospectus or any supplement is accurate
as of any date other than the date on the cover page of such documents.
(ii)
<PAGE> 4
A WARNING ABOUT FORWARD-LOOKING INFORMATION
We have made forward-looking statements in this document (and in certain
documents that we incorporate by reference in this prospectus) that are subject
to risks and uncertainties. We may also make written forward-looking statements
in our periodic reports to the Commission, in our press releases and other
written materials and in oral statements made by our officers, directors or
employees to third parties. Statements that are not historical facts, including
statements about our beliefs and expectations, are forward-looking statements.
These statements are based on the beliefs and assumptions of our management and
on information currently available to us. Forward-looking statements include
statements preceded by, followed by or that include the words "believes,"
"expects," "anticipates," "intends," "plans," "estimates" or similar
expressions.
Forward-looking statements are not guarantees of future performance. They
involve risks, uncertainties and assumptions. Our future results and shareholder
value may differ materially from those expressed in the forward-looking
statements contained in this document and in the information incorporated in
this document. See "Where You Can Find More Information" on page (ii). Many of
the factors that will determine such results and value are beyond our ability to
control or predict. We caution you that a number of important factors could
cause actual results to differ materially from those contained in any
forward-looking statement. Such factors include, but are not limited to, the
following:
(1) competitive pressures among depository and other financial institutions
may increase significantly;
(2) changes in the interest rate environment may reduce our margins;
(3) general economic or business conditions may lead to a deterioration in
credit quality or a reduced demand for credit;
(4) legislative or regulatory changes, including changes in accounting
standards, may adversely affect the businesses in which we are engaged;
(5) changes may occur in the securities markets and adversely affect our
ability to raise capital or effect acquisitions on favorable terms;
(6) our competitors may have greater financial resources or develop
products that enable them to compete with us more successfully;
(7) expected cost savings from acquisitions may not be fully realized or
realized within the applicable expected time-frame;
(8) revenues may be lower than expected, or deposit attrition, operating
costs or customer loss and business disruption following acquisitions may be
greater than expected; or
(9) costs or difficulties related to the integration of acquired businesses
may be greater than expected.
Management of SunTrust believes these forward-looking statements are
reasonable; however, you should not place undue reliance on such forward-looking
statements, which are based on current expectations. Forward-looking statements
speak only as of the date they are made, and we undertake no obligation to
update publicly any of them in light of new information or future events.
(iii)
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TABLE OF CONTENTS
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PAGE
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WHERE YOU CAN FIND MORE INFORMATION......................... (ii)
A WARNING ABOUT FORWARD-LOOKING INFORMATION................. (iii)
INFORMATION ABOUT THE COMPANY............................... 1
ACQUISITION TERMS........................................... 1
SELECTED FINANCIAL INFORMATION.............................. 2
CERTAIN REGULATORY CONSIDERATIONS........................... 3
DESCRIPTION OF CAPITAL STOCK................................ 5
LEGAL MATTERS............................................... 7
EXPERTS..................................................... 7
</TABLE>
(iv)
<PAGE> 6
INFORMATION ABOUT THE COMPANY
We, SunTrust Banks, Inc., a Georgia corporation, are the tenth largest bank
holding company in the United States with assets of approximately $93.2 billion.
We provide a full line of consumer and commercial banking services to more than
3.3 million customers through 1079 full-service banking offices in Alabama,
Florida, Georgia, Maryland, Tennessee, Virginia and the District of Columbia.
Our primary businesses include traditional deposit and credit services as well
as trust and investment services. We also provide, through various subsidiaries,
credit cards, mortgage banking, credit-related insurance, data processing and
information services, discount brokerage and investment banking services. As of
December 31, 1998, we had total deposits of $59.0 billion, discretionary trust
assets of $90.8 billion and a mortgage servicing portfolio of $38.2 billion.
We are incorporated under the laws of the State of Georgia. Our executive
offices are located at 303 Peachtree Street, N.E., Atlanta, Georgia 30308. Our
general information telephone number is (404) 588-7711.
ACQUISITION TERMS
This prospectus covers shares of our common stock that we may issue from
time to time in the future upon the completion of acquisitions of businesses,
assets or properties. We expect to determine the terms of an acquisition through
arms' length negotiations with the owners, controlling persons or management of
the businesses, assets or properties we acquire. Factors which we may take into
account in determining such terms include, but are not limited to, the
following:
- the quality and reputation of the business and its management;
- the earning power, cash flow and growth potential of the business;
- the markets served by the business and the markets under development
by the business; and
- the market value of our common stock.
We anticipate that we will value our common stock to be issued in any
acquisition at a price reasonably related to the market value of such common
stock either at the time the terms of the acquisition are tentatively agreed
upon or at or about the time of the closing of such acquisition. We do not
expect to pay underwriting discounts or commissions in connection with the
offering or issuance of our common stock covered by this prospectus, although it
is possible that finder's fees may be paid in connection with certain
acquisitions. Any person receiving such fees may be deemed to be an
"underwriter" within the meaning of the Securities Act of 1933, and any profit
on the resale of shares of common stock purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act of 1933.
1
<PAGE> 7
SELECTED FINANCIAL INFORMATION
The following tables show our historical consolidated financial information
for each of the five fiscal years in the period ended December 31, 1998, after
giving effect for the retroactive restatement for the merger with Crestar
Financial Corporation, which we completed on December 31, 1998 and accounted for
as a pooling of interests. Our annual historical figures are derived from
financial statements audited by Arthur Andersen LLP, our independent auditors.
The annual historical information presented below should be read together with
our consolidated audited financial statements incorporated in this prospectus by
reference. See "Where You Can Find More Information" on page (ii).
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
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1998 1997 1996 1995 1994
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(DOLLARS IN MILLIONS EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS
Interest and dividend income................................ $ 5,675.9 $ 5,238.2 $ 4,818.5 $ 4,528.7 $ 3,855.4
Interest expense............................................ 2,746.8 2,453.5 2,158.8 2,027.3 1,455.4
--------- --------- --------- --------- ---------
Net interest income......................................... 2,929.1 2,784.7 2,659.7 2,501.4 2,400.0
Provision for loan losses................................... 214.6 225.1 171.8 143.4 149.4
--------- --------- --------- --------- ---------
Net interest income after provision for loan losses......... 2,714.5 2,559.6 2,487.9 2,358.0 2,250.6
Noninterest income.......................................... 1,716.2 1,355.7 1,162.7 1,021.4 967.3
Noninterest expense......................................... 2,932.4 2,415.7 2,384.6 2,167.9 2,082.8
--------- --------- --------- --------- ---------
Income before provision for income taxes.................... 1,498.3 1,499.6 1,266.0 1,211.5 1,135.1
Provision for income taxes.................................. 527.3 523.7 407.0 408.7 382.8
--------- --------- --------- --------- ---------
Net income.................................................. $ 971.0 $ 975.9 $ 859.0 $ 802.8 $ 752.3
========= ========= ========= ========= =========
Net interest income (taxable-equivalent).................... $ 2,973.5 $ 2,832.6 $ 2,709.7 $ 2,562.1 $ 2,467.9
PER COMMON SHARE
Earnings -- diluted......................................... $ 3.04 $ 3.04 $ 2.59 $ 2.38 $ 2.22
Earnings -- basic........................................... 3.08 3.08 2.63 2.41 2.24
Dividends declared.......................................... 1.000 0.925 0.825 0.740 0.660
AT YEAR END
Total assets (1)............................................ $93,169.9 $82,840.8 $75,264.2 $68,799.8 $62,893.9
Earning assets.............................................. 81,295.1 72,258.9 65,921.8 60,555.6 56,264.2
Loans (3)................................................... 65,089.2 56,765.2 50,099.7 46,019.0 41,976.3
Allowance for loan losses................................... 944.6 933.5 897.0 915.8 887.2
Deposits.................................................... 59,033.3 54,580.8 52,577.1 49,543.6 47,418.4
Long-term debt.............................................. 5,807.9 4,010.4 2,427.7 1,675.6 1,645.6
Realized shareholders' equity............................... 6,090.4 5,263.9 5,133.1 4,913.4 4,494.9
Total shareholders' equity (1).............................. 8,178.6 7,312.1 6,713.6 6,085.2 5,065.0
RATIOS AND OTHER DATA
ROA (1)..................................................... 1.18% 1.34% 1.28% 1.29% 1.28%
ROE (1)..................................................... 17.21 19.07 16.84 16.78 16.64
Net interest margin (1)..................................... 3.97 4.23 4.40 4.50 4.59
Efficiency ratio (4)........................................ 59.98 57.68 61.58 60.50 60.63
Tier 1 capital ratio (2).................................... 8.17 8.04 8.47 8.33 8.60
Total capital ratio (2)..................................... 12.79 12.39 11.71 10.58 11.04
Tier 1 leverage ratio (2)................................... 7.68 7.70 7.12 7.09 7.04
Total shareholders' equity to assets........................ 8.78 8.83 8.92 8.84 8.05
Allowance to year-end loans................................. 1.45 1.64 1.79 1.99 2.11
Nonperforming assets to total loans plus other real estate
owned..................................................... 0.37 0.42 0.73 0.92 1.02
Common dividend payout ratio................................ 32.9 30.4 31.9 31.1 29.7
Average common shares -- diluted (in thousands)............. 319,711 320,932 331,042 337,479 339,255
Average common shares -- basic (in thousands)............... 314,908 316,436 326,502 333,212 335,124
</TABLE>
(1) Total assets and total shareholders' equity include net unrealized
securities gains. The calculations of ROA, ROE and net interest margin
exclude this gain due to the fact that the unrealized gain is not included
in income.
(2) These ratios are calculated in accordance with the rules of the Federal
Reserve Board.
(3) Includes loan balances classified as loans available for sale.
(4) The efficiency ratio in 1998 was calculated excluding $119.4 million in
merger-related expenses which are included in noninterest expense.
2
<PAGE> 8
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 our company and our
subsidiary banks (our "Subsidiary Banks"). Federal and state regulation of
financial institutions such as our company and our Subsidiary Banks is intended
primarily for the protection of depositors and the Federal deposit insurance
funds rather than our shareholders or other creditors.
GENERAL
As a bank holding company, we are subject to the regulation and supervision
of the Board of Governors of the Federal Reserve System (the "Federal Reserve").
Our Subsidiary Banks are subject to regulation, supervision and examination by
applicable state and federal banking agencies, including the Federal Reserve,
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. These powers include the power to terminate deposit insurance,
impose substantial fines and other penalties, and appoint a conservator or
receiver if certain conditions are met. The Federal Reserve also has broad
enforcement powers over bank holding companies, including the power to impose
substantial fines and other penalties.
Almost every aspect of the operations and financial condition of our
Subsidiary Banks is subject to extensive regulation and supervision and to
various requirements and restrictions under federal and state law. These include
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 our Subsidiary Banks. Our activities and
operations also are subject to extensive federal supervision and regulation
which, among other things, limit our 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. In addition to
the impact of regulation, legislation also may significantly affect banks and
bank holding companies and can change banking statutes in substantial and
unpredictable ways. The Federal Reserve may also affect our operations as it
attempts to control the money supply and credit availability to influence the
economy.
PAYMENT OF DIVIDENDS AND OTHER RESTRICTIONS
We are a legal entity separate and distinct from our subsidiaries,
including our Subsidiary Banks. There are various legal and regulatory
limitations under federal and state law on the extent to which our subsidiaries,
including our bank and bank holding company subsidiaries, can finance or
otherwise supply funds to us.
The principal source of our cash revenues is dividends from our
subsidiaries. Federal, Georgia, Florida, Tennessee, Alabama and Virginia law
limit the payment of such dividends to a certain extent. The approval of the
Federal Reserve 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 Bank
or any national bank in any calendar year exceeds the bank's net income for that
year combined with its retained net income for the preceding two 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 in excess of a bank's undivided
profits. The relevant federal and state bank regulatory agencies also have
authority to prohibit a bank holding company, which would include our four
principal subsidiaries (SunTrust Banks of Florida, Inc., SunTrust Banks of
Georgia, Inc., SunTrust Banks of Tennessee, Inc., and Crestar Financial
Corporation), or a state or national bank from engaging in what, in the opinion
of such regulatory body, constitutes an unsafe or unsound practice in conducting
its business. Such regulatory agencies could deem the payment of dividends,
depending upon the financial condition of the subsidiary, to constitute such an
unsafe or unsound practice.
3
<PAGE> 9
Under Virginia law (which would apply to any payment of dividends by our
largest subsidiary bank, Crestar Bank, to Crestar Financial Corporation), a bank
may declare dividends out of its net undivided profits, after providing for all
expenses, losses, interest and taxes accrued or due by the bank. Before any
dividend is declared, however, any deficit in capital funds originally paid in
must have been restored by earnings to their initial level, and no dividend can
be declared or paid which would impair the paid-in capital of the bank. In
addition, the Commissioner of Banking of the Commonwealth of Virginia has the
authority to limit any dividends if the Commissioner determines such limitation
is warranted by the financial condition of the bank.
Under Georgia law (which would apply to any payment of dividends by our
second largest subsidiary bank, SunTrust Bank, Atlanta, to SunTrust Banks of
Georgia, Inc.), the prior approval of the Georgia Department of Banking and
Finance is required before any cash dividends may be paid by a state bank if:
(1) total classified assets at the most recent examination of such bank exceed
80% of the Tier 1 capital plus the allowance for loan losses of such bank; (2)
the aggregate amount of dividends declared or anticipated to be declared in the
calendar year exceeds 50% of the net profits, after taxes but before dividends,
for the previous calendar year; or (3) the ratio of Tier 1 capital to adjusted
total assets is less than 6%.
Retained earnings of our banking subsidiaries available for payment of cash
dividends under all applicable regulations without obtaining governmental
approval were approximately $1,023.1 million as of December 31, 1998.
In addition, our 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
us and our 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 Reserve has adopted minimum risk-based and leverage capital
guidelines for bank holding companies. 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 December 31, 1998, our total risk-based
capital ratio was 12.79%, including 8.17% of Tier 1 capital. The minimum
required leverage capital ratio (Tier 1 capital to average total assets) is 3%
for bank holding companies that meet certain specified criteria, including that
they have the highest regulatory rating. As of December 31, 1998, our leverage
capital ratio was 7.68%. Higher risk-based and leverage ratios may apply under
certain circumstances.
Our Subsidiary Banks are subject to similar risk-based and leverage capital
requirements adopted by the federal banking agencies.
Failure to meet capital requirements can subject a bank 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 law and 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.
An undercapitalized depository institution is subject to restrictions in a
number of areas, including asset growth, acquisitions, branching, new lines of
business and borrowing from the Federal Reserve. In addition, an
undercapitalized depository institution is required to submit a capital
restoration plan. A
4
<PAGE> 10
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 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 policy, we are expected to serve as a source of
financial strength to, and to commit resources to support, each of our
Subsidiary Banks. This support may be required at times when, absent such
Federal Reserve policy, we 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" generally
means the appointment of a conservator or receiver and "in danger of default"
generally means 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.
DESCRIPTION OF CAPITAL STOCK
We are authorized by our Articles of Incorporation to issue up to
500,000,000 shares of our common stock, par value $1.00 per share, of which
322,861,936 shares were issued and outstanding as of April 15, 1999 and up to
50,000,000 shares of preferred stock, no par value, none of which were issued
and outstanding as of such date.
COMMON STOCK
Holders of our common stock are entitled to cast one vote for each share
held of record on all matters submitted to a vote of our shareholders and are
not entitled to cumulate votes for the election of directors. Holders of our
common stock do not have preemptive rights to subscribe for or to purchase any
additional shares. In the event of liquidation, holders of our 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 our common stock are entitled to receive dividends when
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declared by our Board of Directors out of funds legally available therefor,
subject to the rights of the holders of preferred stock.
The transfer agent and registrar for our common stock is SunTrust Bank,
Atlanta, Post Office Box 4625, Atlanta, Georgia 30302-4625.
PREFERRED STOCK
The Board of Directors is empowered by our 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 our company. The Board of Directors has no present plans to issue any
shares of preferred stock.
CHARTER AND BYLAW PROVISIONS
Our shareholders' rights and related matters are governed by the Georgia
Business Corporation Code, our Articles of Incorporation and our Bylaws. Certain
provisions of our 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 our company.
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 our company.
Shareholder Nominations. The Bylaws require notice to our 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 us 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 our company.
Ability to Consider Other Constituencies. Our Articles of Incorporation
permit the Board of Directors, in determining what it believes to be in our best
interests when facing a proposed acquisition or merger, to consider the social
and economic effects on our employees, customers, suppliers and other
constituents, the communities in which our 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 us or our
shareholders.
Supermajority Voting Requirement. Under our 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 our common stock,
subject, in some cases, to certain further limitations. These provisions may
render it more difficult to effect a change of control of our company and, as a
result, may have the effect of deterring a tender offer or other acquisition
proposal involving our company.
LIMITATION OF DIRECTORS' LIABILITY
Our Articles of Incorporation eliminate, to the fullest extent permitted by
applicable law, the personal liability of our directors to us or our
shareholders for monetary damages for breaches of such directors' duty of care
or other duties as a director. This provision of our Articles of Incorporation
will limit the remedies available to you in the event of breaches of any
director's duties to you or us. Under current
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Georgia law, our 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 our 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 STATUTES
The Georgia Business Corporation Code restricts certain business
combinations with interested shareholders. In accordance with the provisions of
this statute, we have elected to be covered by its restrictions.
The Georgia business combination 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 we do, 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.
LEGAL MATTERS
The validity of the shares of our common stock to be issued pursuant to
this prospectus will be passed upon for us by Raymond D. Fortin, Senior Vice
President -- Legal and Corporate Secretary. As of April 20, 1999, Mr. Fortin
beneficially owned 23,000 shares of our common stock and held options to
purchase 3,500 shares of our common stock.
EXPERTS
The consolidated financial statements of SunTrust Banks, Inc. incorporated
in this prospectus by reference to our Annual Report on Form 10-K for the year
ended December 31, 1998, have been audited by Arthur Andersen LLP, independent
certified public accountants, as indicated in their reports with respect thereto
and are included in this document in reliance upon the authority of said firm as
experts in giving said reports.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. 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" includes 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.
(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.
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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)(2)(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
or she was adjudged liable on the basis that personal benefit was
improperly received by him or her, whether or not involving action in
his or her 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.
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.
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(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.
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 a 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
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(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 or she 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
(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;
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(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 a 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.
(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.
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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 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 entity. 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) "Disinterested director" means a director who at the time of a vote
referred to in Section 3(C) or a vote or selection referred to in Section 4(B),
4(C) or 7(A) is not: (i) a party to the proceeding; or (ii) 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.
(D) "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.
(E) "Expenses" includes counsel fees.
(F) "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.
(G) "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 entity. 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
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participants in or beneficiaries of the plan. "Officer" includes, unless the
context requires otherwise, the estate or personal representative of an Officer.
(H) "Official capacity" means: (i) when used with respect to a director,
the office of a director in a corporation; and (ii) when used with respect to an
Officer, 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.
(I) "Party" means an individual who was, is, or is threatened to be made a
named defendant or respondent in a proceeding.
(J) "Proceeding" means any threatened, pending or completed action, suit,
or proceeding, whether civil, criminal, administrative, arbitrative 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 conducted himself in good
faith and, in the case of conduct in his official capacity, he reasonably
believed such conduct was in the best interest of the Corporation, or in all
other cases, he reasonably believed such conduct was at least 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 is not, of
itself, 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, except
for reasonable expenses incurred in connection with the proceeding if it is
determined that such person has met the relevant standard of conduct under this
section, or (ii) with respect to conduct for which such person was adjudged
liable on the basis that personal benefit was improperly received by him,
whether or not involving action in his official capacity.
SECTION 3. ADVANCES FOR EXPENSES.
(A) The Corporation may advance funds to pay for or reimburse the
reasonable expenses incurred by a director or Officer who is a party to a
proceeding because he is a director or Officer 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 relevant standard of
conduct set forth in subsection 2(A) above or that the proceeding involves
conduct for which liability has been eliminated under the Corporation's Articles
of Incorporation; 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 funds advanced if it is
ultimately determined that he is not entitled to any indemnification under this
Article or otherwise.
(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.
(C) Authorizations under this Section shall be made: (i) By the Board of
Directors: (a) when there are two or more disinterested directors, by a majority
vote of all disinterested directors (a majority of
II-7
<PAGE> 20
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 a majority of
the directors present, in which authorization directors who do not qualify as
disinterested directors may participate; or (ii) 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.
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 authorized thereunder and a determination has been made for a
specific proceeding that indemnification of such person is permissible in the
circumstances because he has met the relevant standard of conduct set forth in
subsection 2(A) above; provided, however, that regardless of the result or
absence of any such determination, to the extent that a director or Officer has
been wholly successful, on the merits or otherwise, in the defense of any
proceeding to which he was a party 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) 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;
(ii) by special legal counsel:
(1) selected by the Board of Directors or its committee in the manner
prescribed in subdivision (i); or
(2) 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
(iii) 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 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 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 subsection 4(B)(ii)(2) 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.
(E) The 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 Section 3(C) or Section 4(C).
II-8
<PAGE> 21
SECTION 5. COURT-ORDERED INDEMNIFICATION AND ADVANCES FOR EXPENSES.
A director or Officer who is a party to a proceeding because he is a
director or Officer may apply for indemnification or advances 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 order indemnification or advances for
expenses if it determines that:
(i) The director is entitled to indemnification under this part; or
(ii) In view of all the relevant circumstances, it is fair and reasonable
to indemnify the director or Officer or to advance expenses to the director or
Officer, even if the director or Officer has not met the relevant standard of
conduct set forth in subsection 2(A) above, failed to comply with Section 3, or
was adjudged liable in a proceeding referred to in subsections (i) or (ii) of
Section 2(D), but if the director or Officer was adjudged so liable, the
indemnification shall be limited to reasonable expenses incurred in connection
with the proceeding, 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.
If the court determines that the director or Officer is entitled to
indemnification or advance for expenses, it may also order the Corporation to
pay the director's or Officer's reasonable expenses to obtain court-ordered
indemnification or advance for expenses.
SECTION 6. INDEMNIFICATION OF OFFICERS AND EMPLOYEES.
(A) 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,
consistent with public policy, as to a director or Officer.
(B) The Corporation may indemnify and advance expenses under this Article
to an Officer of the Corporation who is a party to a proceeding because he is an
Officer of the Corporation: (i) to the same extent as a director; and (ii) if he
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 is enumerated in subsections
(A)(i) through (A)(iv) of Section 7.
The provisions of this Section shall also apply to an Officer who is also a
director if the sole basis on which he is made a party to the proceeding is an
act or omission solely as an 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, 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. 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.
II-9
<PAGE> 22
(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 proceeding 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 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, 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 entity 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 him 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 is
not a party.
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 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.
SECTION 12. INDEMNIFICATION NOT EXCLUSIVE. The rights of indemnification
provided in this Article VII shall be in addition to any rights which any such
director, Officer, employee or other person may otherwise be entitled by
contract or as a matter of law.
ITEM 21. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
4.1 -- Restated Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1998 (SEC File
No. 1-8918)).
4.2 -- Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.2 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1998 (SEC File No. 1-8918)).
5.1 -- Opinion of Raymond D. Fortin, counsel of the Registrant, as
to the validity of the securities being registered.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Raymond D. Fortin, counsel of the Registrant
(included in Exhibit 5.1).
24.1 -- Power of Attorney (included on page II-13).
</TABLE>
II-10
<PAGE> 23
ITEM 22. UNDERTAKINGS.
(a) 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 Section 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.
(b) (1) The undersigned registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(2) The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes 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.
(c) 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.
(d) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(e) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective; provided,
however, that where the transaction in which the securities are being offered
pursuant to a registration statement under the Securities Act of 1933 would
itself qualify for an exemption from Section 5 of the Act, absent the existence
of other similar (prior or subsequent) transactions, a prospectus supplement may
be used to furnish the information necessary in connection with such
transaction.
II-11
<PAGE> 24
(f) 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;
(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 value 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 and price represent no more than a 20 percent change
in the maximum aggregate offering 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.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
II-12
<PAGE> 25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto, duly authorized, in the City of Atlanta,
State of Georgia, on April 20, 1999.
SunTrust Banks, Inc.
By: /s/ L. PHILLIP HUMANN
------------------------------------
L. Phillip Humann
Chairman of the Board, President
and Chief Executive Officer
We, the undersigned directors and officers of SunTrust Banks, Inc. do
hereby constitute and appoint Raymond D. Fortin and John W. Spiegel, and each or
either of them, our true and lawful attorneys-in-fact and agents, to do any and
all acts and things in our names and on our behalf in our capacities as
directors and officers and to execute any and all instruments for us and in our
name in the capacities indicated below, which said attorneys and agents, or
either of them, may deem necessary or advisable to enable said corporation to
comply with the Securities Act of 1933 and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with this
registration statement, or any registration statement for this offering that is
to be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, including specifically, but without limitation, power and authority to
sign for us or any of us in our names in the capacities indicated below, any and
all amendments (including post-effective amendments) hereto; and we do hereby
ratify and confirm all that said attorneys and agents, or any of them, shall do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 20th day of April, 1999.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
/s/ L. PHILLIP HUMANN Chairman of the Board, President and Chief
- --------------------------------------------------- Executive Officer (Principal Executive Officer)
L. Phillip Humann
/s/ JOHN W. SPIEGEL Executive Vice President and Chief Financial
- --------------------------------------------------- Officer (Principal Financial Officer)
John W. Spiegel
/s/ WILLIAM P. O'HALLORAN Senior Vice President and Controller (Principal
- --------------------------------------------------- Accounting Officer)
William P. O'Halloran
/s/ RICHARD G. TILGHMAN Director and Executive Vice President
- ---------------------------------------------------
Richard G. Tilghman
/s/ J. HYATT BROWN Director
- ---------------------------------------------------
J. Hyatt Brown
/s/ ALSTON D. CORRELL Director
- ---------------------------------------------------
Alston D. Correll
/s/ A. W. DAHLBERG Director
- ---------------------------------------------------
A. W. Dahlberg
</TABLE>
II-13
<PAGE> 26
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
/s/ DAVID H. HUGHES Director
- ---------------------------------------------------
David H. Hughes
/s/ M. DOUGLAS IVESTER Director
- ---------------------------------------------------
M. Douglas Ivester
/s/ SUMMERFIELD K. JOHNSTON, JR. Director
- ---------------------------------------------------
Summerfield K. Johnston, Jr.
/s/ JOSEPH L. LANIER, JR. Director
- ---------------------------------------------------
Joseph L. Lanier, Jr.
/s/ FRANK E. MCCARTHY Director
- ---------------------------------------------------
Frank E. McCarthy
/s/ G. GILMER MINOR, III Director
- ---------------------------------------------------
G. Gilmer Minor, III
/s/ LARRY L. PRINCE Director
- ---------------------------------------------------
Larry L. Prince
/s/ SCOTT L. PROBASCO, JR. Director
- ---------------------------------------------------
Scott L. Probasco, Jr.
/s/ R. RANDALL ROLLINS Director
- ---------------------------------------------------
R. Randall Rollins
/s/ FRANK S. ROYAL Director
- ---------------------------------------------------
Frank S. Royal
/s/ JAMES B. WILLIAMS Director
- ---------------------------------------------------
James B. Williams
</TABLE>
II-14
<PAGE> 1
EXHIBIT 5.1
April 20, 1999
SunTrust Banks, Inc.
303 Peachtree Street
Atlanta, Georgia 30308
Ladies and Gentlemen:
I have acted as counsel for SunTrust Banks, Inc., a Georgia corporation
("SunTrust"), in connection with the preparation of a Registration Statement on
Form S-4 (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), relating to
3,000,000 shares of common stock, par value $1.00 per share, of SunTrust (the
"SunTrust Common Stock") to be issued from time to time in connection with
acquisitions entered into by SunTrust.
In so acting, I have reviewed the Registration Statement. I have also
reviewed such matters of law and 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. I also have relied, as to various matters of fact relating to the
opinions set forth below, on certificates of public officials and officers of
SunTrust.
Based upon the foregoing and subject to the limitations, qualifications
and assumptions set forth below, I am of the opinion that the shares of SunTrust
Common Stock issuable in connection with the Registration Statement are duly
authorized and, when such shares are issued against payment therefor, will be
validly issued, fully paid and nonassessable.
I am a member of the Bar of the State of Georgia and, accordingly, do
not purport to express any opinion herein concerning any law other than the laws
of the State of Georgia and the federal law of the United States.
This opinion is given as of the date hereof, and I assume no obligation
to advise you after the date hereof of facts or circumstances that come to my
attention or changes in law that occur which could affect the opinions contained
herein. This letter is being rendered solely for the benefit of SunTrust in
connection with the matters addressed herein. This opinion may not be furnished
to or relied upon by any person or entity for any purpose without prior written
consent.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the prospectus that is included in the Registration Statement. In
giving such consent, I do not thereby admit that I am in the category of persons
whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Raymond D. Fortin
Raymond D. Fortin, Esq.
<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 25, 1999 included in SunTrust Banks, Inc.'s Form 10-K for the year
ended December 31, 1998 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
April 20, 1999
