SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
SUNTRUST BANKS, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
SUNTRUST
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
SunTrust Banks, Inc.
The Annual Meeting of Shareholders of SunTrust Banks, Inc. will be held in
Room 10 of the SunTrust Bank, Atlanta Tower, 25 Park Place, N.E., Atlanta,
Georgia, on Tuesday, April 20, 1999, at 9:30 a.m. local time, for the following
purposes:
1. To elect five directors to serve until the Annual Meeting of
Shareholders in 2002, two directors to serve until the Annual
Meeting of Shareholders in 2001, and one director to serve until
the Annual Meeting of Shareholders in 2000;
2. To ratify the appointment of Arthur Andersen LLP as independent
auditors for 1999; and
3. To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
Only shareholders of record at the close of business on March 1, 1999 will
be entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof.
Your attention is directed to the Proxy Statement accompanying this Notice
for more complete information regarding the matters to be acted upon at the
Annual Meeting.
By Order of the Board of Directors
Raymond D. Fortin
Corporate Secretary
March 8, 1999
IMPORTANT NOTICE
Whether or not you plan to attend the Annual Meeting, please complete,
sign, date and return the enclosed proxy as soon as possible in the postage paid
envelope provided.
<PAGE>
SUNTRUST BANKS, INC.
303 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30308
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Directors of
SunTrust Banks, Inc. (the "Company" or "SunTrust") in connection with the Annual
Meeting of Shareholders of the Company to be held on Tuesday, April 20, 1999
(the "Annual Meeting"). The enclosed proxy is for use at the Annual Meeting if a
shareholder is unable to attend the Annual Meeting in person or wishes to have
his shares voted by proxy even if he attends the Annual Meeting. The proxy may
be revoked by the person giving it at any time before it is exercised, by notice
to the Corporate Secretary of the Company, by submitting a proxy having a later
date, or by such person appearing at the Annual Meeting and voting in person.
All shares represented by valid proxies received pursuant to this solicitation
and not revoked before they are exercised will be voted in the manner specified
therein. If no specification is made, the proxies will be voted for each of the
proposals described below. This Proxy Statement and the enclosed proxy are being
first mailed to the Company's shareholders on or about March 15, 1999.
ELECTION OF DIRECTORS
(Item 1)
Pursuant to the Bylaws of the Company, the Board of Directors has
determined that the number of directors constituting the Board of Directors
shall be 16, with directors divided into 3 classes serving staggered 3-year
terms. There are 5 directors, A. W. Dahlberg, L. Phillip Humann, M. Douglas
Ivester, Joseph L. Lanier, Jr. and Frank E. McCarthy, who have been nominated to
stand for reelection as directors at the Annual Meeting in 1999 for terms
expiring in 2002. In addition, Frank S. Royal, M.D. and Richard G. Tilghman have
been nominated to stand for election as directors for terms expiring in 2001,
and G. Gilmer Minor, III has been nominated to stand for election as a director
for a term expiring in 2000. Mr. McCarthy, Dr. Royal, Mr. Minor and Mr. Tilghman
were appointed directors of the Company on December 31, 1998 pursuant to the
Company's agreement with Crestar Financial Corporation to add Mr. Tilghman and 3
additional Crestar directors to the Company's Board of Directors upon
consummation of the acquisition of Crestar. In February 1999, the Company
amended its Bylaws to provide that a director shall retire as a director at the
end of such director's term coinciding with or following such director's 70th
birthday. In addition to the 8 nominees, there are 8 other directors continuing
to serve on the Board of Directors, whose terms expire in 2000 and 2001. The
Board of Directors recommends that shareholders vote in favor of all of the
nominees.
The proxy solicited hereby cannot be voted for the election of a person to
fill a directorship for which no nominee is named in this Proxy Statement. If,
at the time of the Annual Meeting of Shareholders, any of the nominees named in
the enclosed proxy should be unable or decline to serve as a director, the
proxies are authorized to be voted for such substitute nominee or nominees as
the Board of Directors recommends. The Board of Directors has no reason to
believe that any nominee will be unable or decline to serve as a director.
Nominations for election to the Board of Directors may be made by any
shareholder entitled to vote for the election of directors. In accordance with
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<PAGE>
the Bylaws, nominations shall specify the class (term) of directors to which
each person is nominated, shall be made in writing and shall be delivered or
mailed to the Company's Chairman of the Board not later than March 22, 1999. Any
such nomination shall contain the following information: (i) the name and
address of the proposed nominee; (ii) the principal occupation of the proposed
nominee; (iii) the total number of shares of issued and outstanding $1.00 par
value per share common stock of the Company ("Company Common Stock") that, to
the knowledge of the nominating shareholder, will be voted for the proposed
nominee; (iv) the name and residence address of each nominating shareholder; (v)
the number of shares of Company Common Stock owned by the nominating
shareholder; (vi) the total number of shares of Company Common Stock that, to
the knowledge of the nominating shareholder, are owned by the proposed nominee;
and (vii) the signed consent of the proposed nominee to serve, if elected.
The following table sets forth for each nominee and each director whose
term continues after the meeting, his age, the number of shares of Company
Common Stock beneficially owned by him on December 31, 1998, a brief description
of his principal occupation and business experience during the last five years,
certain other directorships held and how long he has been a director of the
Company.
<TABLE>
Nominees For Term Expiring in 2002
- ----------------------------------
<CAPTION>
Shares of
Name, Principal Occupation, Certain Director Company
Other Directorships and Age Since Common Stock(1)
- ----------------------------------- -------- ---------------
<S> <C>
A. W. Dahlberg is Chairman of the Board, President and Chief 1996 3,000 (2)
Executive Officer of The Southern Company, an investor-owned
electric utility group. Prior to 1994, he was President and
Chief Executive Officer of Georgia Power Company. He serves
as a director of Equifax Inc. and Protective Life
Corporation. Mr. Dahlberg is 58.
L. Phillip Humann is Chairman of the Board, President and 1991 569,797 (3)
Chief Executive Officer of the Company. He is a director of
Coca-Cola Enterprises Inc., Equifax Inc. and Haverty
Furniture Companies, Inc. Mr. Humann is 53.
M. Douglas Ivester is Chairman of the Board and Chief 1998 1,000 (4)
Executive Officer of The Coca-Cola Company. He served as
President and Chief Operating Officer of The Coca-Cola
Company from July 1994 until elected to his current position
in October 1997. From April 1993 until July 1994, he was
Executive Vice President and Principal Operating
Officer/North America of The Coca-Cola Company. He is a
director of Georgia-Pacific Corporation. Mr. Ivester is 51.
2
<PAGE>
Shares of
Name, Principal Occupation, Certain Director Company
Other Directorships and Age Since Common Stock(1)
- ----------------------------------- -------- ---------------
Joseph L. Lanier, Jr. is Chairman of the Board and Chief 1984 17,600 (5)
Executive Officer of Dan River, Inc., a textile manufacturing
company. He is also a director of Dimon, Inc., Flowers
Industries, Inc., Waddell & Reed Financial, Inc. and
Torchmark Corporation. Mr. Lanier is 67.
Frank E. McCarthy is President of the National Automobile 1998 8,572 (6)
Dealers Association. Mr. McCarthy is also a director of
Crestar Financial Corporation, and became a director of the
Company when Crestar was acquired by the Company in December
1998. Mr. McCarthy is 64.
Nominees for Term Expiring in 2001
- ----------------------------------
Frank S. Royal, M.D. is President and a member of Frank S. 1998 3,978 (7)
Royal, M.D., P.C. (family medicine). He began practicing
medicine in 1969. Dr. Royal is also a director of Crestar
Financial Corporation, and became a director of the Company
when Crestar was acquired by the Company in December 1998.
Dr. Royal is also a director of Chesapeake Corporation,
Columbia/HCA Healthcare Corporation, CSX Corporation and
Dominion Resources, Inc. Dr. Royal is 59.
Richard G. Tilghman is Vice Chairman and Executive Vice 1998 649,277 (8)
President of the Company (since December 1998). Mr. Tilghman
is also Chairman and Chief Executive Officer of Crestar
Financial Corporation and Crestar Bank. From September 1985
until October 1988, he was President of Crestar Financial
Corporation and Crestar Bank. Mr. Tilghman became a director
of the Company when Crestar was acquired by the Company in
December 1998. He is also a director of Chesapeake
Corporation. Mr. Tilghman is 58.
3
<PAGE>
Shares of
Name, Principal Occupation, Certain Director Company
Other Directorships and Age Since Common Stock(1)
- ----------------------------------- -------- ---------------
Nominee for Term Expiring in 2000
- ---------------------------------
G. Gilmer Minor, III is Chairman, President and Chief 1998 6,793 (9)
Executive Officer of Owens & Minor, Inc., a national
distributor of hospital and medical supplies. Mr. Minor was
named Chairman of Owens & Minor, Inc. in May 1994 and also
serves as a director. He is also a director of Crestar
Financial Corporation, and became a director of the Company
when Crestar was acquired by the Company in December 1998. In
addition, he is a director of Richfood Holdings, Inc. Mr.
Minor is 58.
Directors Whose Terms Expire in 2000
- ------------------------------------
J. Hyatt Brown is Chairman of the Board, President and Chief 1984 50,000
Executive Officer of Poe & Brown, Inc., an insurance agency.
He is also a director of BellSouth Corporation, FPL Group,
Inc., International Speedway Corporation and Rock- Tenn
Company. Mr. Brown is 61.
Alston D. Correll is Chairman of the Board and Chief 1997 13,523 (10)
Executive Officer of Georgia-Pacific Corporation, a
manufacturer and distributor of pulp, paper and building
products. Prior to 1993, he was President and Chief Operating
Officer of Georgia-Pacific Corporation. He is also a director
of Sears, Roebuck and Co. and The Southern Company. Mr.
Correll is 57.
David H. Hughes is Chairman of the Board of Directors and 1984 48,240
Chief Executive Officer of Hughes Supply, Inc., a distributor
of construction materials. He is also a director of Poe &
Brown, Inc. Mr. Hughes is 55.
Scott L. Probasco, Jr. is Chairman of the Executive Committee 1987 1,952,386 (11)
of SunTrust Bank, Chattanooga, a banking subsidiary of the
Company. He is also a director of Chattem, Inc., Coca-Cola
Enterprises Inc., Provident Life and Accident Insurance
Company of America and Provident Life Capital Corporation.
Mr. Probasco is 70.
4
<PAGE>
Shares of
Name, Principal Occupation, Certain Director Company
Other Directorships and Age Since Common Stock(1)
- ----------------------------------- -------- ---------------
Directors Whose Terms Expire in 2001
- ------------------------------------
Summerfield K. Johnston, Jr. is Chairman of the Board of 1997 204,780 (12)
Directors of Coca-Cola Enterprises Inc., a producer and
distributor of products of The Coca-Cola Company and other
liquid non-alcoholic refreshment products. He served as Chief
Executive Officer of Coca-Cola Enterprises Inc. until 1998.
Mr. Johnston is 66.
Larry L. Prince is Chairman of the Board and Chief Executive 1996 506,000 (13)
Officer of Genuine Parts Company, a service organization
engaged in the distribution of automotive replacement parts,
industrial replacement parts and office products. Mr. Prince
is also a director of Crawford & Co., Equifax Inc., John H.
Harland Co. and U.A.P. Inc., Canada. Mr. Prince is 60.
R. Randall Rollins is Chairman of the Board and Chief 1995 61,986 (14)
Executive Officer of Rollins, Inc., a consumer services
company. He is also Chairman of the Board and Chief Executive
Officer of RPC, Inc., an oil and gas field services and boat
manufacturing company, and a director of Dover Downs
Entertainment, Inc. Mr. Rollins is 67.
James B. Williams is Chairman of the Executive Committee of 1984 2,290,377 (15)
the Board of Directors of the Company. Prior to March 1998,
he was Chairman of the Board of Directors and Chief Executive
Officer of the Company. He is also a director of The
Coca-Cola Company, Genuine Parts Company, Georgia- Pacific
Corporation, Rollins, Inc., RPC, Inc. and Sonat Inc. Mr.
Williams is 65.
</TABLE>
(1) Company Common Stock beneficially owned as of December 31, 1998. As of
such date, no nominee or director was a beneficial owner of more than 1%
of the outstanding shares of Company Common Stock. Except as otherwise
indicated, each director possessed sole voting and investment power with
respect to all shares set forth opposite his name.
(2) Does not include 2,241 shares of Common Stock equivalents held in Mr.
Dahlberg's stock account under the Company's Directors Deferred
Compensation Plan.
(3) Includes 24,336 shares held for the benefit of Mr. Humann under the
Company's 401(k) Plan. Mr. Humann shares investment power with respect to
151,007 shares. Does not include 5,741 shares of Common Stock equivalents
held in Mr. Humann's stock account under the Company's 401(k) Excess
Plan.
(4) Does not include 718 shares of Common Stock equivalents held in Mr.
Ivester's stock account under the Company's Directors Deferred
Compensation Plan.
(5) Mr. Lanier disclaims beneficial ownership of 4,000 shares.
5
<PAGE>
(6) Does not include 2,865 shares of Common Stock equivalents held in Mr.
McCarthy's account under Crestar's Directors' Equity Program.
(7) Does not include 1,631 shares of Common Stock equivalents held in Dr.
Royal's account under Crestar's Directors' Equity Program.
(8) Includes 51,976 shares held for the benefit of Mr. Tilghman under
Crestar's 401(k) Plan. Includes 342,210 shares that are the subject of
exercisable employee stock options. Does not include 24,872 Common Stock
equivalents held in Mr. Tilghman's account under Crestar Bank's ANEX and
Excess Benefit plans, and 4,967 Common Stock equivalents issued under
Crestar's 1993 Stock Incentive Plan.
(9) Does not include 1,418 shares of Common Stock equivalents held in Mr.
Minor's account under Crestar's Directors' Equity Program.
(10) Does not include 1,598 shares of Common Stock equivalents held in Mr.
Correll's stock account under the Company's Directors Deferred
Compensation Plan.
(11) Mr. Probasco has sole investment power with respect to 704,700 of such
shares and he shares investment power with respect to 1,247,586 of such
shares. Mr. Probasco disclaims beneficial ownership of 623,793 of the
shares listed.
(12) Mr. Johnston shares voting and investment power with respect to 48,000
shares. Mr. Johnston disclaims beneficial ownership of 3,036 shares. Does
not include 1,033 shares of Common Stock equivalents held in Mr.
Johnston's stock account under the Company's Directors Deferred
Compensation Plan.
(13) Includes 504,000 shares held by two foundations of which Mr. Prince is a
trustee. Does not include 3,000 shares of Common Stock equivalents held
in Mr. Prince's stock account under the Company's Directors Deferred
Compensation Plan.
(14) Mr. Rollins shares voting and investment power with respect to 20,168
shares.
(15) Includes 200,000 shares that are the subject of exercisable employee
stock options. Also includes 1,110,346 shares held by three foundations
of which Mr. Williams is one of a number of Trustees; Mr. Williams
disclaims beneficial ownership of all such shares. Mr. Williams shares
investment power with respect to 194,328 shares. Does not include 34,320
shares of Common Stock equivalents held in Mr. Williams' stock account
under the Company's 401(k) Excess Plan.
Principal Shareholder and Management Stock Ownership
The following sets forth certain information concerning persons known to
the Company who may be considered a beneficial owner of more than 5% of the
outstanding shares of Company Common Stock as of December 31, 1998.
Shares Percent
Name and Address Beneficially Owned of Class
---------------- ------------------ --------
SunTrust Bank, Atlanta 22,712,319 (1) (2) 7.07 %
One Park Place, N.E.
Atlanta, Georgia 30303
Crestar Bank 8,444,482 (3) (4) 2.63 %
919 East Main Street
Richmond, Virginia 23219
(1) The shares shown were held by SunTrust Bank, Atlanta, a subsidiary of the
Company, in various fiduciary or agency capacities. SunTrust Bank,
Atlanta has sole voting power with respect to 9,300,934 of such shares
and it shares voting power with respect to 821,524 of such shares, not
including shares referred to in Note 2 below. SunTrust Bank, Atlanta has
sole investment power with respect to 6,771,434 of the total shares set
forth above and it shares investment power with respect to 2,928,099 of
such shares, not including the shares referred to in Note 2 below. Other
bank subsidiaries of the Company (excluding Crestar Bank) may be
considered the beneficial owners of an additional 14,607,632 shares or
4.59% of the outstanding shares of Company Common Stock at December 31,
1998, held in various fiduciary or agency capacities. These other bank
subsidiaries of the Company have sole voting power with respect to
13,089,378 of such shares and they share voting power with respect to
774,364 of such shares; they have sole investment power with respect to
7,795,263 of such shares and they share investment power with respect to
5,037,418 of such shares. The Company, SunTrust Bank, Atlanta and each
other subsidiary disclaim any beneficial interest in any of such shares.
(2) Includes 11,465,918 shares held by SunTrust Bank, Atlanta as Trustee
under the Company's 401(k) Plan. Shares of Company Common Stock allocated
to a participant's account are voted by the Trustee in accordance with
instructions from such participant. Shares for which there are no
instructions from participants are not voted.
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(3) The shares shown were held by Crestar Bank, a subsidiary of the Company,
in various fiduciary or agency capacities. Crestar Bank has sole voting
power with respect to 1,071,259 of such shares and it shares voting power
with respect to 312,785 of such shares, not including shares referred to
in Note 4 below. Crestar Bank has sole investment power with respect to
1,355,435 of the total shares set forth above and it shares investment
power with respect to 483,287 of such shares, not including the shares
referred to in Note 4 below. The Company and Crestar Bank disclaim any
beneficial interest in any of such shares.
(4) Includes 6,606,426 shares held by Crestar Bank as Trustee under Crestar's
Thrift & Profit Sharing Plan and 401,180 shares held by Crestar Bank as
Trustee under Crestar's Merger Plan for Transferred Employees. Shares of
Company Common Stock allocated to a participant's account are voted by
the Trustee in accordance with instructions from such participant. Shares
for which there are no instructions from participants are not voted.
The following table sets forth the number of shares of Company Common
Stock beneficially owned on December 31, 1998 by certain executive officers of
the Company and by all directors and executive officers of the Company as a
group (23 persons) and the percentage of the Company's outstanding shares owned
by such group.
<TABLE>
<CAPTION>
Beneficial Owner Shares Beneficially Owned(1) Percent of Class(2)
---------------- ---------------------------- -------------------
<S> <C> <C>
John W. Clay, Jr. 151,588
Samuel O. Franklin III 230,228
Theodore J. Hoepner 226,933
Robert R. Long 228,186
John W. Spiegel 365,047
E. Jenner Wood, III 132,304
All Directors and
Executive Officers
as a Group 6,385,287 1.98%
</TABLE>
(1) Includes the following shares subject to exercisable stock options: Mr.
Clay, 13,200 shares; Mr. Franklin, 20,664 shares; Mr. Hoepner, 22,000
shares; Mr. Long, 22,000 shares; Mr. Spiegel, 13,200 shares; Mr. Wood,
20,400 shares; all other executive officers, 543,210 shares.
(2) Outstanding shares represent the 321,124,134 shares of Company Common
Stock outstanding on December 31, 1998, increased by the 654,674 shares
subject to employee stock options referred to in Note 1. No executive
officer owns 1% or more of the outstanding shares of Company Common
Stock.
Board Committees, Attendance and Compensation
The Company's Board of Directors has three standing committees -- the
Executive Committee, the Audit Committee and the Compensation Committee. The
Executive Committee serves as the Nominating Committee. Regular meetings of the
Board are held quarterly.
The Executive Committee has and may exercise all the lawful authority of
the full Board of Directors, except that the committee may not (1) approve, or
propose to the shareholders, any action that lawfully must be approved by the
shareholders, (2) fill vacancies on the Board of Directors or any of its
committees, (3) amend the Articles of Incorporation, or adopt, amend, or repeal
the Bylaws of the Company, or (4) approve a dissolution or merger of the Company
or the sale of all or substantially all of the assets of the Company. The
Executive Committee serves as the Nominating Committee and may make
recommendations to the Board with respect to the size and composition of the
Board, reviews the qualifications of potential candidates and recommends
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<PAGE>
nominees to the Board. The current members of the Executive Committee are Mr.
Williams, Mr. Brown, Mr. Humann, Mr. Ivester, Mr. Probasco and Mr. Tilghman. The
Executive Committee held 5 meetings during 1998.
The Audit Committee has the responsibility of recommending the
independent auditors; reviewing and approving the annual plans of the
independent auditors; approving the annual financial statements; reviewing
regulatory reports; and reviewing and approving the annual plan for the internal
audit department, as well as a summary report of such department's findings and
recommendations. The current members of the Audit Committee are Mr. Hughes, Mr.
Correll, Mr. McCarthy, Mr. Prince, Mr. Rollins and Dr. Royal. The Audit
Committee held 5 meetings during 1998.
The Compensation Committee is responsible for approving the compensation
arrangements for senior management. It is also responsible for administration of
certain employee benefit plans, including the Stock Incentive Plans, Management
Incentive Plan, Performance Unit Plan, 401(k) Plan, 401(k) Excess Plan,
Performance Bonus Plan, Retirement Plan, Supplemental Executive Retirement Plan
and ERISA Excess Retirement Plan. The current members of the Compensation
Committee are Mr. Lanier, Mr. Dahlberg, Mr. Johnston and Mr. Minor. The
Compensation Committee held 5 meetings during 1998.
During 1998, the Board of Directors held 5 meetings. All the Company's
directors attended at least 75% of the Board meetings and meetings of committees
on which they served. Each director who is not also an employee of the Company
or its subsidiaries, except for the directors who joined the Board as a result
of the acquisition of Crestar, received an annual retainer of $45,000 in 1998
and was paid a fee of $1,500 for each Board or committee meeting attended.
Directors serving as directors of the Company's subsidiaries only receive
meeting attendance fees for service on those Boards. Directors may defer fees
payable to them under the Company's Directors Deferred Compensation Plan. The
return on such deferred amount is determined, at the election of the director,
as if such funds had been invested in Company Common Stock or at a floating
interest rate equal to the prime interest rate in effect at SunTrust Bank,
Atlanta computed on a quarterly basis.
Mr. Williams, the former Chairman of the Board and Chief Executive
Officer of the Company who retired on March 21, 1998, is serving as a
non-employee director of the Company and Chairman of the Executive Committee.
Mr. Williams has been provided with an office, office equipment and supplies,
general secretarial support, a Company car and parking space, reimbursement of
country club fees and assessments, and use of the Company airplane to and from
Board and committee meetings and when representing the Company at national,
corporate, community and civic events. Tax and estate planning services and
security system monitoring for his homes are also provided. Any tax liability as
a result of this support, except for director's fees, will be fully grossed-up
by the Company.
Crestar Directors' Deferred Benefits
Mr. McCarthy, Mr. Minor and Dr. Royal, all Crestar directors who are now
directors of the Company, will receive compensation consistent with Company
directors' compensation. They also will receive deferred benefits under two
Crestar programs. Under one program, benefits for their awards previously
granted by Crestar and their elective deferrals of Crestar retainers will be
determined as if such benefits were invested in Crestar common stock and
converted to Company Common Stock on December 31, 1998. After their Board
service ends, these benefits will be distributed in whole shares of Company
Common Stock with cash for any fractional share. Under another Crestar program,
Mr. McCarthy and Dr. Royal will also receive benefits for their elective
8
<PAGE>
deferrals of Crestar cash fees and retainers with interest credited at
guaranteed rates. These benefits will be paid in cash, in a lump-sum or
installments as the director has elected, and will include survivor's benefits.
Crestar Bank has established a rabbi trust to assist in meeting benefit
obligations under this second program.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Executive Officers
Executive officers are elected annually by the Board following the Annual
Meeting of Shareholders to serve for a one-year term and until their successors
are elected and qualified. The following table sets forth the name of each
executive officer of the Company and the principal positions and offices he
holds with the Company. Unless otherwise indicated, each of these officers has
served as an executive officer of the Company or a principal subsidiary for at
least five years.
<TABLE>
<CAPTION>
Name Information about Executive Officers
- ---- ------------------------------------
<S> <C>
L. Phillip Humann Chairman of the Board, Chief Executive Officer and President of the
Company.
Richard G. Tilghman Vice Chairman and Executive Vice President of the Company since December
1998, Chief Executive Officer (since 1985) and Chairman (since 1986) of
Crestar Bank and Crestar Financial Corporation.
John W. Spiegel An Executive Vice President and Chief Financial Officer of the Company. Mr.
Spiegel is 57.
E. Jenner Wood, III An Executive Vice President of the Company with responsibility for trust
and investment services. Mr. Wood is 47.
John W. Clay, Jr. An Executive Vice President of the Company since 1997 with responsibility
for corporate and investment banking. Prior to assuming that position, he
was Chairman of the Board and Chief Executive Officer of SunTrust Banks of
Tennessee, Inc., the Company's Tennessee banking affiliate. Mr. Clay is 57.
Theodore J. Hoepner An Executive Vice President of the Company since 1997. He has also been the
Chairman, President and Chief Executive Officer of SunTrust Banks of
Florida, Inc. since September 1995. From January 1990 until August 1995, he
was Chairman, President and Chief Executive Officer of SunTrust Bank,
Central Florida. Mr. Hoepner is 57.
Robert R. Long An Executive Vice President of the Company since 1997. He has also been the
Chairman of SunTrust Banks of Georgia, Inc. and SunTrust Bank, Atlanta
since April 1996. Since July 1995, he has been the Chief Executive Officer
of SunTrust Banks of Georgia, Inc. and SunTrust Bank, Atlanta. He has also
been the President of SunTrust Bank, Atlanta since 1985 and the President
of SunTrust Banks of Georgia, Inc. since October 1992. Mr. Long is 62.
9
<PAGE>
Name Information about Executive Officers
- ---- ------------------------------------
Samuel O. Franklin III An Executive Vice President of the Company since 1998. Mr. Franklin is
Chairman of the Board and Chief Executive Officer of SunTrust Banks of
Tennessee, Inc., the Company's Tennessee banking affiliate, and SunTrust
Bank, Nashville. He has served as President of SunTrust Bank, Nashville
since 1992. Mr. Franklin is 55.
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Introduction
Decisions on compensation of the Company's executives are made by the
Compensation Committee of the Board (the "Committee"). Each member of the
Committee is a non-employee director. The Committee believes that the actions of
each executive officer have the potential to impact the short-term and long-term
profitability of the Company. Consequently, the Committee places considerable
importance on its task of designing and administering an executive compensation
program.
Objectives of Executive Compensation
The objectives of the Company's executive compensation program are to:
(1) increase shareholder value, (2) improve the overall performance of the
Company, (3) increase the success of the banking unit directly impacted by the
executive's performance, and (4) enhance the performance of the individual
executive.
Compensation Policy
The general policy underlying the Company's executive compensation
program is designed to:
o Aid the Company in attracting, retaining and motivating
high-performing executives.
o Provide competitive levels of compensation consistent with
achieving the Company's annual and long-term performance goals.
o Reward superior corporate performance.
Executive compensation is reviewed relative to that of the Company's peer
group. However, the Company's emphasis is on programs that provide incentive
compensation rewards based on the Company's performance. The peer group includes
superregional banks such as Bank One Corporation, BankBoston Corporation, Fleet
Financial Group, Inc., KeyCorp, Northern Trust Corp., PNC Bank Corp., Wachovia
Corp. and Wells Fargo & Co. Base salary will remain conservative compared to the
peer group with variable compensation opportunity being a significant part of
the total compensation package. Peer group comparative information is relevant,
but the Company's position on total compensation is driven more by the Company's
performance, individual performance and a sense of fairness. Thus, depending on
the Company's performance in any particular year, an executive officer may
receive compensation above or below the level of a comparable officer in a
competing company.
10
<PAGE>
Components of Executive Compensation
The three primary components of executive compensation are:
o Base Salary
o Cash Incentive Plans
o Stock Incentive Plans
Base Salary
Base salary is designed to provide acceptable levels of compensation to
executives while helping the Company manage fixed labor expense. Therefore, the
Committee believes that executive officer base salaries should be on the
conservative side of a market-competitive range. Salaries for top executives are
reviewed annually and are based on:
o Job scope and responsibilities
o Corporate, unit, and individual performance (performance measures
may include net income, earnings per share, return on assets,
return on equity, growth, achievement of specific goals, etc.)
o Competitive rates for similar positions
o Length of service
o Subjective factors
Cash Incentive Plans
The Company maintains two incentive plans in this category:
o The Management Incentive Plan, which focuses on annual performance
goal attainment.
o The Performance Unit Plan, which focuses on performance over a
three-year period.
These variable compensation plans are designed so that: (1) the executive
receives a bonus only if the Company or applicable subsidiary performance
targets are met, and (2) a significant part of the executive's compensation is
at risk.
Management Incentive Plan
Awards under the Management Incentive Plan ("MIP") are based
on consolidated net earnings for Company participants, and on
attainment of subsidiary net income goals for subsidiary
participants. These goals are set for a one-year period, and are
aimed at increasing short-term performance. Minimum targets are set
and the level of attainment of such goals results in varying
payouts. Maximum targets reflect ambitious earnings goals which are
only attainable in an outstanding year, and thus, result in larger
payouts. The net earnings target for 1998 was adjusted to exclude
expenses related to the acquisition of Crestar.
11
<PAGE>
Participation in MIP is limited to a broad group of senior
managers who have a material impact on Company performance. The
participants are selected by the Committee and include the executive
officers named in this Proxy Statement and approximately 300 other
senior managers. Awards earned under MIP are contingent upon
employment with the Company through the end of the year, except for
payments made in the event of death, retirement, disability, or in
the event of a change in control. MIP payments are presented in the
Summary Compensation Table under the heading "Bonus."
Performance Unit Plan
The Performance Unit Plan ("PUP") is aimed at motivating
executives to attain specific goals set by the Committee over a
three-year period. Approximately 160 participants are selected by
the Committee to receive units (with a target value of $30 per unit)
based upon management level, scope of position, range of incentive
compensation, individual performance and subjective factors. Two
performance measurements are set for each three-year cycle which
correspond to a minimum, target, and maximum payout value. These
performance measurements are: (1) a three-year cumulative
consolidated net income goal, and (2) a three-year cumulative
earnings per share goal. At the end of each cycle, the payout value
is determined by actual net income and earnings per share for the
three-year period. The measurement which yields the highest award is
the one that is used. This method was employed due to the Company's
share purchase program and the desire not to penalize executives for
this strategy. In 1998, the targets were adjusted to exclude
expenses related to the acquisition of Crestar. Straight line
interpolation is used to calculate payout values between minimum,
target, and maximum levels. These payouts are set forth in the
Summary Compensation Table under the heading "LTIP Payouts."
Stock Incentive Plans
One of the Committee's priorities is for executives to be
significant shareholders so that the interests of executives are aligned
with the interests of shareholders. The Company's executive officers have
a significant equity stake in the Company, as reflected in the beneficial
ownership information contained in this Proxy Statement.
1995 Stock Plan
The 1995 Executive Stock Plan (the "1995 Stock Plan") was
adopted by the Board in November 1994, and approved by the
shareholders at the 1995 Annual Meeting. The 1995 Stock Plan
provides for grants of options to purchase Company Common Stock,
restricted shares of Company Common Stock (which may be subject to
both grant and forfeiture conditions), and grants of stock
appreciation rights ("SARs"). There are 10,000,000 shares of Company
Common Stock reserved for use under the 1995 Stock Plan, of which
5,000,000 may, but need not be, granted as restricted stock. The
1995 Stock Plan is administered by the Committee, which has the sole
authority to grant options, SARs and restricted stock. The 1995
Stock Plan is used by the Committee to make stock-based incentives
important factors in attracting, retaining, and rewarding employees
and to closely align employee interests with those of the Company's
shareholders.
12
<PAGE>
Performance based restricted stock ("Performance Stock") is
a stock based incentive vehicle made available to executives under
the 1995 Stock Plan. Performance Stock grants were made in 1996.
Awards of Performance Stock occur as the stock price increases in
increments of 20% over the grant date value. For each 20% increase
in stock price, 20% of the shares granted are "awarded" to the
participant. Eighty percent of the shares granted in 1996 have been
awarded because the stock price has increased 80%. To receive the
remaining awards under the 1996 grant, the price of the stock must
double from the price on the grant date to $91.10 per share.
Performance Stock that is awarded is held in escrow by the Company,
but executives receive dividends and voting rights on all shares
awarded to them. Most of the awarded shares are distributed on the
earliest of the following dates: (i) 15 years after the date shares
are awarded; (ii) at attaining age 64; (iii) in the event of death
or disability of a participant; or (iv) in the event of a change in
control of the Company. However, in 1998 the Performance Stock
agreements were amended to provide that approximately 40% of all
Performance Stock granted will become fully vested as of February
10, 2000 and will no longer be subject to the service and forfeiture
conditions. The Committee believes that the plan has been effective
in focusing attention on shareholder value, and each grant of
Performance Stock has been made with the goal of additional stock
price improvement. The 1996 grant of Performance Stock is shown in
the Summary Compensation Table under the heading "Restricted Stock
Award." There were no grants of Performance Stock in 1998.
1986 Stock Plan
The Executive Stock Plan, adopted in 1986 (the "1986 Stock
Plan"), was designed to focus executives and other eligible
participants on long-term performance of the Company. No further
grants will be made under the 1986 Stock Plan. Performance Stock
grants in 1990 and 1992 were also made under this plan.
401(k) Matching Contributions
The Company matches eligible employee contributions to the
Company's 401(k) Plan after the employee has completed one year of
service with the Company. The matching contributions are made with
Company Common Stock and consist of a guaranteed component and a
performance component. The performance match is earned based on a
comparison of net income or earnings per share results to the
targets established by the Committee. If the minimum consolidated
net income or earnings per share target is not achieved, no
performance match is made for the year. In 1998, the targets were
adjusted to exclude expenses incurred from the acquisition of
Crestar.
401(k) Excess Plan
The Company also maintains an unfunded 401(k) Excess Plan to
provide benefits otherwise payable to certain participants under the
401(k) Plan which exceed the tax qualified benefits under the 401(k)
Plan as a result of certain federal tax restrictions. Under the
401(k) Excess Plan, the Company credits to an account for each
participant an amount equal to the contribution to the 401(k) Plan
that otherwise would have been made but for federal income tax
restrictions on maximum contributions. Amounts credited to a
13
<PAGE>
participant's account generally have the same investment experience
as would an investment by the participant in Company Common Stock.
The Company contributed or expensed with respect to the 401(k) Plan
and the 401(k) Excess Plan a portion of the amounts shown in the
Summary Compensation Table under the heading "All Other
Compensation."
Section 162(m)
Section 162(m) of the Internal Revenue Code of 1986, as amended ("Section
162(m)"), provides that compensation in excess of $1 million paid for any year
to a corporation's chief executive officer and the four other highest paid
executive officers at the end of such year ("Covered Employees") will not be
deductible for federal income tax purposes unless certain conditions are met.
One such condition is that the compensation qualify as "performance-based
compensation." In addition to other requirements for qualification as
performance-based compensation, shareholders must be advised of and must approve
the material terms of the performance goals under which compensation is to be
paid. The Company intends that awards to Covered Employees under the MIP, PUP
and the 1995 Stock Plan qualify as performance-based compensation within the
meaning of Section 162(m). On November 8, 1994, the Board of Directors of the
Company approved the 1995 Stock Plan and certain amendments to MIP and PUP which
were designed to ensure that, to the extent possible, awards payable under the
1995 Stock Plan, MIP and PUP would be fully deductible by the Company for
purposes of Section 162(m). At the 1995 Annual Meeting, the Company's
shareholders approved the material terms of the performance goals under which
compensation is paid under the 1995 Stock Plan, MIP and PUP. During 1998, Mr.
Tilghman received compensation from Crestar that exceeded $1 million and is not
fully deductible for federal income tax purposes under Section 162(m).
Chief Executive Officer Compensation
The executive compensation policy described in the beginning of this
report is applied in setting Mr. Humann's and Mr. Williams' compensation. Mr.
Humann replaced Mr. Williams as Chairman of the Board and Chief Executive
Officer when Mr. Williams retired on March 21, 1998. They both participated in
the same executive compensation plans available to other executive officers. The
1998 cash compensation of Mr. Humann was $1,541,553. Over half (62%) of this
amount was earned in performance-driven incentives. Mr. Humann had a base salary
of $590,000, and earned a Management Incentive Plan award of 60% of his base
salary, or $351,553. The 1998 cash compensation of Mr. Williams was $950,631.
Over three-fourths (76%) of this amount was earned in performance-driven
incentives. Mr. Williams had a base salary of $225,000 through March 21, 1998,
and earned a Management Incentive Plan award of 60% of his base salary, or
$185,631.
In keeping with the Committee's desire for the Chief Executive Officer to
maintain a long-term focus for the Company, much of Mr. Humann's variable
compensation is provided through PUP. The number of PUP units granted to Mr.
Humann for the 1996-98 PUP cycle was determined in an effort to provide a
variable compensation opportunity such that if the aggressive performance target
was achieved, Mr. Humann's total compensation would be competitive with chief
executives of companies in the peer group. Mr. Humann earned a PUP award of
$600,000 for the 1996-98 PUP cycle. This represented a payout at the maximum $60
per unit value and is the result of the Company achieving the aggressive
cumulative earnings per share target that was set by the Committee prior to the
start of the 1996-98 cycle.
14
<PAGE>
Summary
The Committee believes that this mix of conservative market-based
salaries, significant variable cash incentives for both long-term and short-term
performance and the potential for equity ownership in the Company represents a
balance that will motivate the management team to continue to produce strong
returns. The Committee further believes this program strikes an appropriate
balance between the interests and needs of the Company in operating its business
and appropriate rewards based on shareholder value.
Submitted by the Compensation Committee of the Company's Board of
Directors.
Joseph L. Lanier, Jr., Chairman
A. W. Dahlberg
Summerfield K. Johnston, Jr.
G. Gilmer Minor, III
15
<PAGE>
SHAREHOLDER RETURN
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Company Common Stock against the
cumulative total return of the S&P Composite-500 Stock Index and the S&P Major
Regional Bank Composite Index for the period of five years commencing December
31, 1993 and ended December 31, 1998.
COMPARISON OF FIVE-YEAR CUMMULATIVE TOTAL RETURN*
GRAPH
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
STI 100.00 109.06 160.33 235.36 346.48 376.81
S&P 500 100.00 101.32 139.40 171.40 228.59 293.91
S&P Banks 100.00 94.65 149.03 203.63 306.20 338.30
*Assumes that the value of the investment in Company Common Stock and
each index was $100 on December 31, 1993 and that all dividends were reinvested.
16
<PAGE>
Summary of Cash and Certain Other Compensation
The following table shows, for the fiscal years ending December 31, 1996,
1997 and 1998, the cash compensation paid by the Company and its subsidiaries,
as well as certain other compensation paid, accrued or granted for those years,
to each of the six most highly compensated executive officers of the Company, as
well as the former Chairman of the Board and Chief Executive Officer.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term Compensation
-----------------------------------------------
Annual Compensation Awards Payouts
---------------------------- ----------------------- ---------------------
Other Securities All
Annual Restricted Under- Other
Name and Principal Compen- Stock lying LTIP Compen-
Position Year Salary Bonus sation Award Options Payouts sation(1)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
L. Phillip Humann 1998 $590,000 $351,553 $ 4,420 -- -- $ 600,000 $22,002
Chairman of the Board, Chief 1997 500,000 232,239 5,786 -- -- 600,000 18,946
Executive Officer and 1996 460,000 199,293 4,885 $2,331,250(2) -- 600,000 15,206
President
-- -- 540,000
James B. Williams 1998 225,000 185,631 27,697 -- -- 720,000 15,113
Former Chairman of the 1997 840,000 390,162 135,845(3) 2,797,500(2) -- 720,000 38,583
Board and Chief Executive 1996 775,000 335,766 14,362 25,566
Officer until March 21, 1998
Richard G. Tilghman(4) 1998 725,000(5) 754,000(6) -- 4,590,000(7) 230,016(8) 2,885,123(9) 104,663
Chairman of the Board and
Chief Executive Officer of
Crestar Financial Corporation
John W. Spiegel 1998 425,000 253,237 -- -- -- 360,000 17,020
Executive Vice President 1997 380,000 176,502 2,740 -- -- 360,000 15,304
and Chief Financial Officer 1996 350,000 151,636 3,600 1,398,750(2) -- 360,000 11,575
Theodore J. Hoepner 1998 340,000 129,393 -- -- -- 276,000 13,725
Chairman of the Board of 1997 320,000 83,089 -- -- -- 240,000 12,944
SunTrust Banks of Florida, Inc. 1996 304,500 72,724 -- 699,375(2) -- 240,000 10,095
John W. Clay, Jr. 1998 320,000 121,782 3,506 -- -- 276,000 12,876
Executive Vice President 1997 300,000 77,896 5,409 -- -- 264,000 12,132
1996 287,500 68,664 5,409 699,375(2) -- 240,000 9,535
Robert R. Long 1998 320,000 121,782 -- -- -- 276,000 14,136
Chairman of the Board of 1997 300,000 77,896 2,360 -- -- 240,000 12,895
SunTrust Banks of Georgia, Inc. 1996 262,500 62,693 2,550 699,375(2) -- 240,000 8,702
</TABLE>
(1) Amounts contributed by the Company to the 401(k) Plan and the 401(k)
Excess Plan and Company premiums paid on term life insurance, for all but
Mr. Tilghman. For Mr. Tilghman, includes amounts contributed by Crestar
to Crestar's 401(k) Plan and accrued under Crestar's nonqualified 401(k)
Plan; also includes the actuarial equivalent of benefits from Crestar's
premiums on a split-dollar life insurance policy and above market
interest earned on deferred compensation.
(2) Performance-based restricted stock ("Performance Stock") is held by the
executive officers listed above, under the Company's 1986 Stock Plan and
the 1995 Stock Plan. Three events must occur with respect to the
Performance Stock set forth above before the executive takes full title
to the Performance Stock. Shares are granted, awarded, become vested and
finally are distributed. After Performance Stock is granted by the
Compensation Committee, 20% increments are awarded if and when there are
comparable 20% increases in the average price of the Company's Common
Stock from the initial price at the time of grant. Most of the awarded
shares are distributed on the earliest of the following dates: (i) 15
years after the date shares are awarded to participants; (ii) at
attaining age 64; (iii) in the event of the death or disability of a
17
<PAGE>
participant; or (iv) in the event of a change in control of the Company
as defined in the 1986 Stock Plan or the 1995 Stock Plan. Approximately
40% of the granted shares will become fully vested as of February 10,
2000 and will no longer be subject to service and forfeiture conditions.
The individuals set forth in the table above held (were granted), subject
to the terms and conditions of the 1986 Stock Plan or the 1995 Stock
Plan, the number of shares of restricted stock, including Performance
Stock, with a value as of December 31, 1998, as follows: Messrs. Humann
330,000 shares, $25,245,000; Williams 12,000 shares, $918,000; Spiegel
200,000 shares, $15,300,000; Hoepner 145,000 shares, $11,092,500; Clay
81,000 shares, $6,196,500; and Long 121,000 shares, $9,256,500. As
described above, not all such shares have been awarded and, except for
Mr. Williams, no shares held by the individuals named in this footnote
have vested. The price of the Company's Common Stock would have to reach
$91.10 for a certain period of time before all the shares listed in the
table above and in this footnote would be awarded. Dividends were paid in
1998 on shares of awarded Performance Stock as follows: Messrs. Humann
$312,500; Williams $20,000; Spiegel $189,500; Hoepner $139,750; Clay
$75,750; and Long $115,750.
(3) Includes $100,000 paid for club expenses.
(4) Mr. Tilghman was not an employee of the Company in 1996 and 1997.
(5) Mr. Tilghman's base salary for 1998 was set by Crestar's Human Resources
and Compensation Committee (the "Crestar Committee") and targeted to be
at the median level of financial institutions in Crestar's regional peer
group.
(6) Amount awarded to Mr. Tilghman for 1998 under Crestar's Management
Incentive Plan based on Crestar's return on equity and the Crestar
Committee's evaluation of Mr. Tilghman's individual performance.
(7) 60,000 shares of Restricted Stock were granted by the Compensation
Committee to Mr. Tilghman in accordance with his employment agreement
with the Company under the Company's 1995 Executive Stock Plan. These
shares will vest and be awarded to Mr. Tilghman at the earliest of the
following dates: (i) at the end of his employment period, which is
December 31, 2000, (ii) occurrence of an event that would fully vest all
stock granted under the 1995 Executive Stock Plan, (iii) death, (iv)
disability, (v) termination of employment by the Company without cause
and (vi) termination of employment by Mr. Tilghman for good reason. Mr.
Tilghman will receive dividends on these shares. Mr. Tilghman also has
4,967 performance shares with a year-end value of $379,976 granted by
Crestar and held in a phantom account. These shares are vested and
payable at his retirement.
(8) 180,000 of these options were granted to Mr. Tilghman pursuant to his
employment agreement with the Company. The remaining 50,016 options
represent 52,100 converted Crestar options that were granted by the
Crestar Committee in January 1998 pursuant to Crestar's customary
procedures for annual option grants to executives.
(9) Value of performance share payouts in stock and cash to Mr. Tilghman
under the Value Share Programs established under Crestar's 1993 Stock
Incentive Plan. Under Value Share II, the payout was determined at July
20, 1998, the date of the agreement for the acquisition of Crestar, based
on Crestar's attained stock growth appreciation since January 1997 and
its peer group ranking for stock price appreciation. Under Value Share
III, a pro rata payout was also made at July 20, 1998 for performance
shares granted to 25 top executives to reinforce Crestar's top 5
long-term strategic goals.
Option Grants, Exercises and Holdings
The following table contains information concerning the grant of stock
options to the Company's named executive officers as of the end of the last
fiscal year. There were no grants of options to the named executive officers
during 1998 except for the grant of options to Mr. Tilghman pursuant to his
employment agreement with the Company. The Company did not award any stock
appreciation rights during the last fiscal year.
<TABLE>
OPTION GRANTS DURING YEAR
ENDED DECEMBER 31, 1998
<CAPTION>
Potential Realizable Value at
Individual Grants Assumed Annual Rates of
Stock Price Appreciation for
Option Term(1)
-------------------------------------------------------------- ----------------------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees in Price per Expiration
Name Granted Fiscal Year Share Date 5% 10%
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Richard G. Tilghman 180,000(2) 1.857 76.50(4) 12/31/08 $ 8,659,879 $ 21,945,834
50,016(3) - 54.39(5) 1/22/08 1,710,826 4,335,569
</TABLE>
(1) The dollar gains under these columns result from calculations assuming 5%
and 10% growth rates over a 10 year period as set by the Securities and
Exchange Commission and are not intended to forecast future price
18
<PAGE>
appreciation of the Company's Common Stock. The gains reflect a future
value based upon growth at these prescribed rates. These values have also
not been discounted to present value. It is important to note that
options have value to the listed executive and to all option recipients
only if the stock price advances beyond the exercise price shown on the
table during the effective option period.
(2) Granted pursuant to Mr. Tilghman's employment agreement with the Company.
Option becomes exercisable on December 31, 2000.
(3) Granted under Crestar's 1993 Incentive Stock Plan and converted to
options for Company Common Stock on December 31, 1998.
(4) Under the 1995 Stock Plan, the exercise price must not be less than 100%
of the fair market value of the Company's Common Stock on the date the
option is granted. Options may be exercised using cash, Company Common
Stock or a combination of both.
(5) Under Crestar's 1993 Incentive Stock Plan, the exercise price could not
be less than 100% of the fair market value of Crestar's common stock on
the date the option was granted. Option price was adjusted to reflect the
conversion to options for Company Common Stock. Options may be exercised
using cash, Company Common Stock or a combination of both.
The following table sets forth information with respect to the named
executives concerning the exercise of options during 1998 and unexercised
options held as of December 31, 1998.
<TABLE>
AGGREGATED OPTION EXERCISES IN 1998 AND
DECEMBER 31, 1998 OPTION VALUES
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at December 31, 1998 at December 31, 1998
----------------------------------- ----------------------------
Shares
Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
L. Phillip Humann 13,200 $ 654,225 0 19,800 $ 0 $ 915,750
James B. Williams 0 0 200,000 0 9,250,000 0
Richard G. Tilghman 130,546 (1) 6,445,730 (1) 342,210 180,000 15,717,463 0
John W. Spiegel 8,800 624,800 13,200 19,800 610,500 915,750
Theodore J. Hoepner 4,400 272,525 22,000 19,800 1,185,250 915,750
John W. Clay, Jr. 4,400 255,475 13,200 19,800 610,500 915,750
Robert R. Long 4,400 291,225 22,000 6,600 1,185,250 305,250
</TABLE>
(1) Reflects exercises of shares of Crestar common stock prior to the
acquisition of Crestar on December 31, 1998.
Long-Term Incentive Plan
The following table provides information concerning the Company's
Performance Unit Plan ("PUP"). The PUP provides for the award of performance
units ("Units"), each with a target grant value, to key employees of the Company
and its subsidiaries by the Compensation Committee. The grant value and number
of Units awarded to a participant for each performance measurement cycle is
determined by the Compensation Committee as of the grant date. The final value
of the Units granted under each award may range from zero to 200% of the grant
value and will be determined by the Compensation Committee at the end of each
performance measurement cycle based on the achievement of either consolidated
net income goals or earnings per share goals established by the Compensation
Committee for that cycle. Payment of an award earned under the PUP is contingent
upon continuous employment with the Company until the end of the award cycle,
except for payments made in the event of retirement, death, disability or a
change in control.
19
<PAGE>
<TABLE>
LONG-TERM INCENTIVE PLAN - AWARDS IN 1998
<CAPTION>
Estimated Future Payouts under
Non-Stock Price-Based Plans
------------------------------------------------
Performance
Period Until
Number Maturation
Name of Units or Payout Threshold Target Maximum
---- -------- --------- --------- ------ -------
<S> <C> <C> <C> <C> <C>
L. Phillip Humann 12,000 3 years $180,000 $360,000 $720,000
John W. Spiegel 7,000 3 years 105,000 210,000 420,000
Theodore J. Hoepner 6,000 3 years 90,000 180,000 360,000
John W. Clay, Jr. 6,000 3 years 90,000 180,000 360,000
Robert R. Long 6,000 3 years 90,000 180,000 360,000
</TABLE>
Pension Plans
The following table shows estimated combined retirement benefits payable
to a covered participant at normal retirement age under the Company's Retirement
Plan, ERISA Excess Retirement Plan ("ERISA Excess Plan") and Supplemental
Executive Retirement Plan ("SERP") as described below.
<TABLE>
PENSION PLAN TABLE
<CAPTION>
Years of Service
------------------------------------------------------------
Remuneration 15 20 25 30 or More
------------ ----- ------ ------ ----------
<S> <C> <C> <C> <C>
$ 500,000 300,000 300,000 300,000 300,000
600,000 360,000 360,000 360,000 360,000
700,000 420,000 420,000 420,000 420,000
800,000 480,000 480,000 480,000 480,000
900,000 540,000 540,000 540,000 540,000
1,000,000 600,000 600,000 600,000 600,000
1,100,000 660,000 660,000 660,000 660,000
1,200,000 720,000 720,000 720,000 720,000
1,600,000 960,000 960,000 960,000 960,000
1,800,000 1,080,000 1,080,000 1,080,000 1,080,000
2,000,000 1,200,000 1,200,000 1,200,000 1,200,000
2,200,000 1,320,000 1,320,000 1,320,000 1,320,000
2,400,000 1,440,000 1,440,000 1,440,000 1,440,000
</TABLE>
The Company's Retirement Plan is a noncontributory retirement plan for the
benefit of eligible employees of the Company and its subsidiaries. The Company
has also established the ERISA Excess Plan to pay benefits to certain Retirement
Plan participants that exceed the benefits payable to such Plan participants
under the Retirement Plan as a result of federal tax restrictions. In addition,
the SERP provides benefits to certain key employees of the Company and its
subsidiaries as designated by the Compensation Committee. The maximum annual
benefits payable under the SERP will equal 60% of the average annual income
20
<PAGE>
(defined as base salary, and payments made under the Management Incentive Plan
and Performance Unit Plan, which are shown in the Summary Compensation Table)
earned during the 60 consecutive months of employment preceding retirement,
reduced by annual benefits payable at retirement under the Retirement Plan, the
ERISA Excess Plan, Social Security benefits at age 65, and certain other
nonqualified, unfunded retirement arrangements maintained by the Company. Upon
retirement, the SERP benefit will be paid in the form of a lump sum that is
actuarially equivalent to a life annuity if the participant is unmarried or that
is actuarially equivalent to a 100% joint and survivor annuity if the
participant is married. Retirement benefits under the SERP vest for all
participants on the earlier of February 10, 2000 or a change in control of the
Company.
The compensation earned in 1998 for the individuals named in the Summary
Compensation Table included for the computation of benefits payable under the
SERP and credited years of service is as follows: Messrs. Humann, $1,541,553, 29
years of service; Williams, $950,631, 43 years of service; Tilghman, $1,479,000,
32 years of service; Spiegel, $1,038,237, 33 years of service; Hoepner,
$745,393, 30 years of service; Clay, $717,782, 31 years of service; and Long,
$717,782, 31 years of service.
The SERP provides that in the event of a change in control of the Company
(as defined in the SERP), all benefits accrued for participants who are
involuntarily terminated or who terminate for good reason within 3 years after a
change in control shall immediately vest. Under such circumstances, benefits
would be calculated using the highest compensation for any 12 consecutive month
period during the 60 consecutive month period which ends immediately before the
termination of employment. Further, the participant's credited service may be
increased under certain circumstances up to 3 years. Termination for good reason
means a termination made primarily because of a failure to elect or reelect a
participant to a position held with the Company prior to the change in control
or a substantial change or reduction in responsibilities or compensation. The
SERP further provides that in the event of a termination as described above,
participants in the SERP will continue to receive health, life and disability
benefit coverage for up to 2 years after such termination.
Mr. Tilghman's employment agreement with the Company, as more fully
described below, provides that on his termination of employment and at his
election, he will receive the benefit calculated under the Company's SERP or the
benefit calculated under Crestar's combined qualified and nonqualified pension
plans. Under Crestar's combined pension plans, Mr. Tilghman has completed the 20
years of service required for an annual benefit, beginning at age 60, equal to
50% of the average of his 3 highest years of compensation (calculated using base
salary plus bonus). His annual benefit under Crestar's combined pension plans is
projected to be approximately $764,000 at age 60.
Employment Agreement with Mr. Tilghman
In connection with the execution of the agreement to acquire Crestar
entered into in July 1998, the Company and Richard G. Tilghman entered into an
employment agreement providing for the employment of Mr. Tilghman for the 2-year
period following consummation of the acquisition, which occurred on December 31,
1998. The agreement provides that during Mr. Tilghman's employment, he will
serve as Vice Chairman and Executive Vice President of the Company and will
continue to serve as the Chief Executive Officer of Crestar. Mr. Tilghman will
be entitled to receive a base salary during the term of his employment equal to
$900,000 per year, plus an annual bonus in an amount equal to $600,000 in
calendar year 1999 and $700,000 in calendar year 2000. Under the terms of the
agreement, Mr. Tilghman also received on December 31, 1998 a grant of 60,000
21
<PAGE>
shares of restricted Company Common Stock and a 10-year option to acquire an
aggregate of 180,000 shares of Company Common Stock with an exercise price of
$76.50 (subject to anti-dilution provisions). At the time the Company makes
option grants to other senior executives, Mr. Tilghman will also receive an
option to purchase 25,000 shares of Company Common Stock in each of 1999 and
2000. Such awards generally vest in accordance with the vesting schedules
applicable under the Company's existing stock option award plans for executives
similarly situated to Mr. Tilghman. When his employment with the Company ends,
Mr. Tilghman is also entitled to elect a supplemental retirement benefit under
either the Company's supplemental retirement benefit plan or Crestar's
supplemental retirement benefit plan (as each such plan was in effect on July
20, 1998). In addition, if any payments received by Mr. Tilghman are subject to
an excise tax under Section 4999 of the Internal Revenue Code, Mr. Tilghman will
be entitled to receive an additional amount necessary to make him whole with
respect to such excise tax.
Compensation Committee Interlocks and Insider Participation
Messrs. Lanier, Dahlberg, Hughes, Johnston and Minor, all of whom are
independent, outside directors of the Company, served as members of the
Compensation Committee during all or part of 1998. During 1998, the Company's
bank subsidiaries engaged in customary banking transactions and had outstanding
loans to certain of the Company's directors, executive officers, their
associates and members of the immediate families of certain directors and
executive officers. These loans were made in the ordinary course of business and
were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
others. In the opinion of management, these loans do not involve more than the
normal risk of collectibility or present other unfavorable features. Mr. James
B. Williams is a member of the Compensation Committee of Genuine Parts Company,
of which Mr. Larry L. Prince is the Chairman of the Board and Chief Executive
Officer. Mr. James B. Williams is a member of the Compensation Committee of the
Board of Directors of Georgia-Pacific Corporation, of which Mr. Alston D.
Correll is the Chairman and Chief Executive Officer. Mr. James B. Williams is a
member of the Compensation Committee of the Board of Directors of Rollins, Inc.
and RPC, Inc., of which Mr. R. Randall Rollins is Chairman and Chief Executive
Officer. Mr. Theodore J. Hoepner is a member of the Compensation Committee of
the Board of Directors of Poe & Brown, Inc., of which Mr. J. Hyatt Brown is
Chairman, President and Chief Executive Officer.
RATIFICATION OF APPOINTMENT OF AUDITORS
(Item 2)
Subject to ratification by a majority of the shares represented at the
Annual Meeting, Arthur Andersen LLP has been appointed by the Board of Directors
as auditors of the Company for 1999. Arthur Andersen LLP also audited the
Company's financial statements for 1998. Representatives of Arthur Andersen LLP
will be present at the Annual Meeting and will be given the opportunity to make
a statement, if they desire, and to respond to questions.
The appointment of auditors is approved annually by the Board of Directors
and subsequently submitted to the shareholders for ratification. The decision of
the Board of Directors is based on the recommendation of the Audit Committee,
which reviewed both the proposed audit scope and estimated audit fees for the
coming year.
22
<PAGE>
SHAREHOLDER PROPOSALS
Shareholders who intend to submit proposals to the Company's shareholders
for action at the 2000 Annual Meeting and presentation in the Company's proxy
statement with respect to such meeting must submit such proposals so that they
are received by the Company no later than November 9, 1999 in order to be
considered for inclusion in the Company's 2000 proxy materials. Shareholder
proposals should be submitted to SunTrust Banks, Inc., Post Office Box 4418,
Atlanta, Georgia 30302, Attention: Corporate Secretary. All proposals must meet
the requirements set forth in the rules and regulations of the Securities and
Exchange Commission in order to be eligible for inclusion in the proxy
statement.
Earlier this year, the Securities and Exchange Commission amended its rule
governing the Company's use of its discretionary proxy voting authority with
respect to a shareholder proposal which is not addressed in the Company's proxy
statement. The amendment provides that if a proponent of a proposal fails to
notify the Company at least 45 days prior to the month and day of mailing of the
prior year's proxy statement, then the Company will be allowed to use its
discretionary voting authority when the proposal is raised at the meeting,
without any discussion of the matter in the proxy statement.
With respect to the Company's 2000 Annual Meeting of Shareholders, if the
Company is not provided notice of a shareholder proposal, which the shareholder
has not previously sought to include in the Company's proxy statement, by
January 30, 2000, the Company will be allowed to use its voting authority as
described above.
VOTING AT THE MEETING
Each shareholder of record at the close of business on March 1, 1999 is
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof. Each share of Company Common Stock entitles the holder to one vote on
any matter coming before a meeting of shareholders of the Company. On March 1,
1999, the record date for the Annual Meeting, there were 321,459,753 shares of
Company Common Stock outstanding.
A majority of the shares entitled to vote constitutes a quorum at a
meeting of the shareholders. The presence of a quorum, either in person or by
proxy, and the affirmative vote of the holders of a majority of the shares
represented and entitled to vote at the Annual Meeting is required to ratify the
appointment of auditors and to take most other actions. If a quorum is present,
the vote of a plurality of the votes cast by the shares entitled to vote shall
be necessary for the election of directors. Shares beneficially held in street
name are counted for quorum purposes if such shares are voted on at least one
matter to be considered at the meeting. Broker non-votes are neither counted for
purposes of determining the number of affirmative votes required for approval of
proposals nor voted for or against matters presented for shareholder
consideration. Consequently, so long as a quorum is present, such non-votes have
no effect on the outcome of any vote. Abstentions with respect to a proposal are
counted for purposes of establishing a quorum. Abstentions also are counted for
purposes of determining the minimum number of affirmative votes required for
approval of proposals and, accordingly, have the effect of a vote against those
proposals. If a quorum is present, abstentions have no effect on the outcome of
voting for directors.
The cost of soliciting proxies will be borne by the Company. Corporate
Investors Communications has been retained to assist in the solicitation of
proxies for a fee of $8,000 plus expenses. Proxies may also be solicited by
employees of the Company.
The Board of Directors knows of no other matters which will be brought
before the Annual Meeting. If other matters are properly introduced, the persons
named in the enclosed proxy will vote on such matters as the Board recommends.
March 8, 1999
23
<PAGE>
Please mark your votes as indicated in this example [X]
THIS PROXY WILL BE VOTED AS DIRECTED, OR, IF NO DIRECTION IS INDICATED, will be
voted "FOR" EACH OF THE FOLLOWING PROPOSALS.
1. Proposal to elect as Directors: A. W. Dahlberg, L. Phillip Humann, M.
Douglas Ivester, Joseph L. Lanier, Jr. and Frank E. McCarthy to serve until
the Annual Meeting of Shareholders in 2002, Frank S. Royal, M.D. and
Richard G. Tilghman to serve until the Annual Meeting of Shareholders in
2001, and G. Gilmer Minor, III to serve until the Annual Meeting of
Shareholders in 2000.
FOR all nominees WITHHOLD
listed above (except as AUTHORITY
indicated to the contrary) to vote for nominees
listed above
[ ] [ ]
2. Proposal to ratify the appointment of Arthur Andersen LLP as auditors of
the Company for 1999.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
his name on the line below:
- --------------------------------------------------------------------------------
--------------------------------------
--------------------------------------
Signature(s) of Shareholder
Date ___________________________, 1999
IMPORTANT: Please date and sign this
Proxy exactly as your name or names
appear hereon; if shares are held
jointly, all joint owners must sign.
An executor, administrator, trustee,
guardian, or other person signing in a
representative capacity, must give his
or her full title. A corporation must
sign in full corporate name by its
president or other authorized officer.
A partnership must sign in partnership
name by an authorized person.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
PLEASE COMPLETE THIS CARD AND RETURN IT IN THE ENVELOPE PROVIDED
PROXY
Annual Meeting of Shareholders to be Held April 20, 1999.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
The undersigned hereby appoints John W. Spiegel and Raymond D. Fortin,
and each of them, proxies with full power of substitution, to vote for the
undersigned all shares of the Common Stock of SunTrust Banks, Inc. (the
"Company") that the undersigned would be entitled to vote if personally present
at the Annual Meeting of Shareholders to be held on Tuesday, April 20, 1999, at
9:30 a.m. local time, in Room 10 of the SunTrust Bank, Atlanta, Tower, 25 Park
Place, N.E., Atlanta, Georgia, and at any adjournments thereof, upon the matters
described herein and in the accompanying Proxy Statement dated March 8, 1999,
and upon any other business that may properly come before such Annual Meeting or
any adjournments thereof.
Pursuant to the Proxy Statement, said proxies are directed to vote as
indicated on the reverse hereof, and otherwise as the Board of Directors may
recommend with respect to any other business that may properly come before the
meeting or at any adjournment thereof. By the execution of this Proxy, I
acknowledge receipt of a copy of the Notice of Annual Meeting of Shareholders
and Proxy Statement dated March 8, 1999 and a copy of the SunTrust Banks, Inc.
1998 Annual Report.
(Continued and to be signed on the other side)
<PAGE>
Please mark your votes as indicated in this example [X]
THIS PROXY WILL BE VOTED AS DIRECTED, OR, IF NO DIRECTION IS INDICATED, will be
voted "FOR" EACH OF THE FOLLOWING PROPOSALS. IF YOU DO NOT RETURN YOUR CARD, THE
PLAN TRUSTEE WILL NOT VOTE YOUR SHARES.
1. Proposal to elect as Directors: A. W. Dahlberg, L. Phillip Humann, M.
Douglas Ivester, Joseph L. Lanier, Jr. and Frank E. McCarthy to serve until
the Annual Meeting of Shareholders in 2002, Frank S. Royal, M.D. and
Richard G. Tilghman to serve until the Annual Meeting of Shareholders in
2001, and G. Gilmer Minor, III to serve until the Annual Meeting of
Shareholders in 2000.
FOR all nominees WITHHOLD
listed above (except as AUTHORITY
indicated to the contrary) to vote for nominees
listed above
[ ] [ ]
INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
his name on the line below:
- --------------------------------------------------------------------------------
2. Proposal to ratify the appointment of Arthur Andersen LLP as auditors of
the Company for 1999.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
The undersigned acknowledges receipt of a copy of the Notice of Annual Meeting
of Shareholders and Proxy Statement dated March 8, 1999 and a copy of the
SunTrust Banks, Inc. 1998 Annual Report.
IMPORTANT: Please date and sign this instruction exactly as your name or names
appear to the left.
Date____________________________, 1999
Signature____________________________
(continued from other side)
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
March 8, 1999 To our employee shareholders:
SunTrust employees who are shareholders are the foundation of our Company. Each
year, you have the opportunity to support our future performance by voting the
SunTrust shares allocated to your 401(k) Plan account. Your valuable input is
essential to the continued success of SunTrust.
We are sending you three items with this letter:
1. The 1998 SunTrust Banks, Inc. Annual Report which details our 13th year of
consistently strong performance;
2. The Proxy Statement describing the business of the 1999 Annual Meeting of
Shareholders scheduled for Tuesday, April 20, 1999; and
3. The Instructions to Plan Trustee card above, which you should fill out and
return immediately, following the instructions provided. Remember, the
Trustee will only consider your shares for voting if your card is returned.
Thank you for the contribution you make toward ensuring that SunTrust remains
one of the premier financial institutions.
Sincerely,
L. Phillip Humann
Chairman of the Board, President and Chief Executive Officer
INSTRUCTIONS TO THE SUNTRUST BANKS, INC. 401(k) TRUSTEE
The undersigned hereby directs that all shares of SunTrust Banks, Inc. Common
Stock allocated to his/her account under the SunTrust Banks, Inc. 401(k) Plan be
voted at the SunTrust Banks, Inc. Annual Meeting of Shareholders to be held
April 20, 1999 and at any adjournment thereof, in accordance with the following
instructions for the matters described herein. For any other business that may
properly come before the Annual Meeting, all such shares shall be voted as the
Board of Directors shall recommend. This instruction is solicited by the Board
of Directors.
(Continued and to be signed on the other side)
PLEASE COMPLETE THIS CARD AND RETURN IT IN THE ENVELOPE PROVIDED
<PAGE>
Please mark your votes as indicated in this example [X]
THIS PROXY WILL BE VOTED AS DIRECTED, OR, IF NO DIRECTION IS INDICATED, will be
voted "FOR" EACH OF THE FOLLOWING PROPOSALS. IF YOU DO NOT RETURN YOUR CARD, THE
PLAN TRUSTEE WILL NOT VOTE YOUR SHARES.
1. Proposal to elect as Directors: A. W. Dahlberg, L. Phillip Humann, M.
Douglas Ivester, Joseph L. Lanier, Jr. and Frank E. McCarthy to serve until
the Annual Meeting of Shareholders in 2002, Frank S. Royal, M.D. and
Richard G. Tilghman to serve until the Annual Meeting of Shareholders in
2001, and G. Gilmer Minor, III to serve until the Annual Meeting of
Shareholders in 2000.
FOR all nominees WITHHOLD
listed above (except as AUTHORITY
indicated to the contrary) to vote for nominees
listed above
[ ] [ ]
INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
his name on the line below:
- -------------------------------------------------------------------------------
2. Proposal to ratify the appointment of Arthur Andersen LLP as auditors of
the Company for 1999.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
The undersigned acknowledges receipt of a copy of the Notice of Annual Meeting
of Shareholders and Proxy Statement dated March 8, 1999 and a copy of the
SunTrust Banks, Inc. 1998 Annual Report.
IMPORTANT: Please date and sign this instruction exactly as your name or names
appear to the left.
Date____________________________, 1999
Signature____________________________
(continued from other side)
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
March 8, 1999 To our employee shareholders:
SunTrust employees who are shareholders are the foundation of our Company. Each
year, you have the opportunity to support our future performance by voting the
SunTrust shares allocated to your 401(k) Plan account. Your valuable input is
essential to the continued success of SunTrust.
We are sending you three items with this letter:
1. The 1998 SunTrust Banks, Inc. Annual Report which details our 13th year of
consistently strong performance;
2. The Proxy Statement describing the business of the 1999 Annual Meeting of
Shareholders scheduled for Tuesday, April 20, 1999; and
3. The Instructions to Plan Trustee card above, which you should fill out and
return immediately, following the instructions provided. Remember, the
Trustee will only consider your shares for voting if your card is returned.
Thank you for the contribution you make toward ensuring that SunTrust remains
one of the premier financial institutions.
Sincerely,
L. Phillip Humann
Chairman of the Board, President and Chief Executive Officer
INSTRUCTIONS TO THE TRUSTEE FOR CRESTAR EMPLOYEES'
THRIFT & PROFIT SHARING PLAN OR
CRESTAR MERGER PLAN FOR TRANSFERRED EMPLOYEES
The undersigned hereby directs that all shares of SunTrust Banks, Inc. Common
Stock allocated to his/her account under the Crestar Employees' Thrift and
Profit Sharing Plan or Crestar Merger Plan for Transferred Employees be voted at
the SunTrust Banks, Inc. Annual Meeting of Shareholders to be held April 20,
1999 and at any adjournment thereof, in accordance with the following
instructions for the matters described herein. For any other business that may
properly come before the Annual Meeting, all such shares shall be voted as the
Board of Directors shall recommend. This instruction is solicited by the Board
of Directors.
(Continued and to be signed on the other side)
PLEASE COMPLETE THIS CARD AND RETURN IT IN THE ENVELOPE PROVIDED
