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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 31, 1998
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SunTrust Banks, Inc.
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(Exact name of registrant as specified in its charter)
Georgia 001-08918 58-1575035
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
303 Peachtree St., N.E., Atlanta, Georgia 30308
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 588-7711
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Item 2. Acquisition or Disposition of Assets
Effective December 31, 1998 (the "Effective Date"), SunTrust Banks,
Inc., a Georgia corporation ("SunTrust"), completed the acquisition of Crestar
Financial Corporation, a Virginia corporation ("Crestar"), through the merger of
SMR Corporation (Va.), a Virginia corporation and wholly-owned subsidiary of
SunTrust ("Subsidiary"), with and into Crestar, pursuant to the terms of an
Amended and Restated Agreement and Plan of Merger (the "Merger Agreement"),
dated July 20, 1998, by and among SunTrust, Crestar and Subsidiary (the
"Merger"). On the Effective Date, each outstanding share of Crestar common
stock, par value $5.00 per share, was converted into the right to receive 0.96
shares (the "Conversion Ratio") of SunTrust common stock, par value $1.00 per
share ("SunTrust Common Stock"), with cash being paid in lieu of fractional
shares. Outstanding Crestar options were exchanged for SunTrust options in
accordance with the Conversion Ratio. Crestar survived the Merger as a
wholly-owned subsidiary of SunTrust.
A copy of the press release announcing the closing of the Merger is
filed as Exhibit 99.1 to this Current Report on Form 8-K.
SunTrust's Registration Statement on Form S-4 (Registration No.
333-61539), which was declared effective by the Securities and Exchange
Commission on November 13, 1998 (the "Registration Statement"), sets forth
certain information regarding the Merger, SunTrust and Crestar, including, but
not limited to, the terms of the Merger Agreement, a description of the assets
involved, the nature and amount of consideration paid by SunTrust therefor, the
method used for determining the amount of such consideration, the nature of any
material relationships between SunTrust and Crestar or any officer or director
of Crestar or any associate of any such officer or director, the nature of the
business of SunTrust and Crestar and the intended structure and operation of the
combined company after the Merger. A complete description of the Merger is
contained in the Merger Agreement filed as Exhibit 2.1 to SunTrust's Current
Report on Form 8-K dated July 20, 1998 and hereby incorporated by reference. In
addition, the information set forth under Item 5 of this Current Report on Form
8-K is incorporated herein by reference.
Item 5. Other Events
Matters Related to the Merger.
Board of Directors. On the Effective Date, the following persons, who
were immediately prior thereto serving as members of the Board of Directors of
Crestar, became members of the Board of Directors of SunTrust: Richard G.
Tilghman, Vice-Chairman of the Board and Executive Vice President of SunTrust
and Chairman and Chief Executive Officer of Crestar, Frank E. McCarthy, G.
Gilmer Minor, III and Frank S. Royal.
Shareholder Approval. At a special meeting in Atlanta, Georgia on
December 23, 1998, the shareholders of SunTrust approved the Merger Agreement
and the issuance of shares of SunTrust Common Stock pursuant thereto.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
Crestar's Consolidated Balance Sheets as of December 31, 1997 and 1996
and the related consolidated statements of income, cash flows and changes in
shareholders' equity for each of the years in the three-year period ended
December 31, 1997, together with the independent auditors' reports thereon, are
incorporated herein by reference to Item 5 and Exhibits 99.1 and 99.2 of
SunTrust's Current Report on Form 8-K dated August 13, 1998.
Crestar's consolidated balance sheets as of September 30, 1998 and
1997, consolidated statements of income for the three-month and nine-month
periods ended September 30, 1998 and 1997, consolidated statements of changes in
shareholders' equity for the three-month and nine-month periods ended September
30, 1998 and 1997, and consolidated statements of cash flows for the nine-months
ended September 30, 1998 and 1997 (unaudited) are incorporated herein by
reference to Item 5 of SunTrust's Current Report on Form 8-K dated November 13,
1998.
(b) Pro Forma Financial Information
The required pro forma financial information relating to the business
acquired is incorporated herein by reference to the Registration Statement under
the caption "Unaudited Pro Forma Condensed Combined Financial Information."
(c) Exhibits
2.1 Merger Agreement (incorporated by reference to Exhibit 2.1 to
SunTrust's Current Report on Form 8-K dated July 20, 1998).
99.1 Text of Press Release of SunTrust, dated as of January 4, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SUNTRUST BANKS, INC.
(Registrant)
Date: January 12, 1999 By: /s/ Raymond D. Fortin
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Raymond D. Fortin
Senior Vice President and
Corporate Secretary
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Exhibit 99.1
For Immediate Release Contact: James C. Armstrong (404) 588-7425
January 4, 1999
SUNTRUST, CRESTAR MERGER COMPLETED
ATLANTA, GA -- SunTrust Banks, Inc. (NYSE: STI) and Crestar Financial
Corporation reported their merger became effective December 31, 1998. Crestar is
now a wholly owned subsidiary of SunTrust. Fourth quarter and annual 1998
earnings for the combined company will be reported on January 12, 1999.
In addition, SunTrust announced today the four Crestar directors who became
members of the SunTrust Board of Directors upon completion of the merger. The
new directors are:
Richard G. Tilghman, Vice Chairman of SunTrust, is Chairman and Chief
Executive Officer of Crestar.
Frank E. McCarthy is President of the National Automobile Dealers
Association based in McLean, Virginia.
G. Gilmer Minor, III is Chairman, President and Chief Executive Officer
of Owens & Minor, Inc, a hospital and medical supply distributor based
in Richmond, Virginia.
Frank S. Royal is President of Frank S. Royal, M.D., P.C., a family
medicine practice in Richmond, Virginia and Chairman of the Board of
Meharry Medical College, Nashville, Tennessee.
SunTrust is the tenth largest banking company in the United States with assets
of more than $87 billion. The Company provides a full line of consumer and
commercial banking services to more than 3.3 million customers through 1,094
branches in Alabama, Florida, Georgia, Maryland, Tennessee, Virginia and the
District of Columbia.
