0000950144-01-507779.txt : 20011019 0000950144-01-507779.hdr.sgml : 20011019 ACCESSION NUMBER: 0000950144-01-507779 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20011012 EFFECTIVENESS DATE: 20011012 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNTRUST CAPITAL IV CENTRAL INDEX KEY: 0001055167 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-71512 FILM NUMBER: 1758053 BUSINESS ADDRESS: STREET 1: 303 PEACHTREE ST N.E. CITY: ATLANTA STATE: GA ZIP: 30308 MAIL ADDRESS: STREET 1: 303 PEACHTREE ST N.E. CITY: ATLANTA STATE: GA ZIP: 30308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNTRUST BANKS INC CENTRAL INDEX KEY: 0000750556 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 581575035 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-71512-01 FILM NUMBER: 1758054 BUSINESS ADDRESS: STREET 1: 303 PEACHTREE ST N E CITY: ATLANTA STATE: GA ZIP: 30308 BUSINESS PHONE: 4045887711 MAIL ADDRESS: STREET 1: 303 PEACHTREE ST N E CITY: ATLANTA STATE: GA ZIP: 30308 S-3MEF 1 g72111s-3mef.txt SUNTRUST BANKS, INC. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 12, 2001 REGISTRATION NO. 333- 333- 01 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- SUNTRUST CAPITAL IV (Exact name of registrant as specified in its Trust Agreement) DELAWARE 58-6451112 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) SUNTRUST BANKS, INC. (Exact name of registrant as specified in its charter) GEORGIA 58-1575035 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 303 PEACHTREE STREET, N.E. ATLANTA, GEORGIA 30308 (404) 588-7711 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ----------------------- RAYMOND D. FORTIN, ESQ. SENIOR VICE PRESIDENT SUNTRUST BANKS, INC. 303 PEACHTREE STREET, N.E. ATLANTA, GEORGIA 30308 (404) 588-7165 (Name, address, including zip code, and telephone number, including area code of agent of for service) COPIES TO: MARY A. BERNARD SUSAN J. SUTHERLAND KING & SPALDING SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 1185 AVENUE OF THE AMERICAS FOUR TIMES SQUARE NEW YORK, NEW YORK 10036 NEW YORK, NEW YORK 10036 (212) 556-2100 (212) 735-3000 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement, as determined in light of market conditions. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] Reg. Nos. 333-46123; 46123-01 and 46123-02. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] 2 CALCULATION OF ADDITIONAL REGISTRATION FEE
========================================================================================================================= PROPOSED PROPOSED MAXIMUM OFFERING MAXIMUM AMOUNT OF AMOUNT TO PRICE PER AGGREGATE REGISTRATION TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED BE REGISTERED SECURITY OFFERING PRICE FEE ------------------------------------------------------------------------------------------------------------------------- Preferred Securities of SunTrust Capital IV........... (1) (2) (1) N/A ------------------------------------------------------------------------------------------------------------------------- Guarantees by SunTrust Banks, Inc. of the above-referenced Preferred Securities................. (3) (3) (3) N/A ------------------------------------------------------------------------------------------------------------------------- Subordinated Debt Securities of SunTrust Banks, Inc... (1) (2) (1) N/A ------------------------------------------------------------------------------------------------------------------------- Total................................................. $50,000,000 N/A $50,000,000 $12,500 =========================================================================================================================
(1) In no event will the aggregate initial offering price of the Preferred Securities of SunTrust Capital IV (the "Trust") issued under this registration statement exceed $50,000,000 exclusive of accrued interest and dividends, if any. A like amount of Subordinated Debt Securities will be issued and sold by SunTrust Banks, Inc. ("SunTrust") to the Trust, which Subordinated Debt Securities may later be distributed for no additional consideration to the holders of the Preferred Securities of the Trust upon a dissolution of the Trust and the distribution of the assets thereof. (2) The proposed maximum offering price per unit will be determined in connection with the issuance of the securities registered hereunder. (3) Includes the rights of holders of the Preferred Securities of the Trust under the Guarantees and certain back-up undertakings, comprising the obligations of SunTrust to provide certain indemnities in respect of, and pay and be responsible for certain costs, expenses, debts and liabilities of, the Trust (other than with respect to such Preferred Securities) and such obligations of SunTrust as set forth in the Amended and Restated Declaration of Trust of the Trust and the Indenture, in each case as further described in the Registration Statement. The Guarantee, when taken together with SunTrust's obligations under the Subordinated Debt Securities, the Indenture and the Amended and Restated Declaration of Trust of the Trust, will provide a full and unconditional guarantee on a subordinated basis by SunTrust of payments due on the Preferred Securities of the Trust. No separate consideration will be received for any Guarantee or such back-up obligations. 3 EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The registrants' Registration Statement on Form S-3 (Registration Nos. 333-46123, 46123-01 and 46123-02), declared effective on February 24, 1998, is incorporated herein by reference. 4 PART II INFORMATION NOT REQUIRED IN PROSPECTUS (A) EXHIBITS All exhibits filed with the registrants' Registration Statement on Form S-3 (Registration Nos. 333-46123, 46123-01 and 46123-02), shall be deemed a part of this Registration Statement, except that the following additional exhibits are filed herewith:
EXHIBIT NUMBER DESCRIPTION -------- ----------- 5.1 Opinion of King & Spalding as to legality of the Subordinated Debt Securities and Preferred Securities Guarantees to be issued by SunTrust (including the consent of such counsel). 5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to the legality of the Preferred Securities to be issued by SunTrust Capital IV (including the consent of such counsel). 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of King & Spalding (included in Exhibit 5.1). 23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2). 24.1 Power of Attorney (included on pages II-15 of the Registrants' Registration Statement on Form S-3 (Reg. Nos. 333-46123, 46123-01 and 46123-02) and incorporated herein by reference.
5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 12th day of October, 2001. SUNTRUST BANKS, INC. By: /s/ Raymond D. Fortin ---------------------------------------- Raymond D. Fortin Senior Vice President and General Counsel SUNTRUST CAPITAL IV By: /s/ Raymond D. Fortin ---------------------------------------- Raymond D. Fortin Regular Trustee Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities with SunTrust Banks, Inc. and on the date indicated.
SIGNATURE TITLE DATE --------- ----- ---- * Chairman of the Board, President, October 12, 2001 -------------------------------------------- Chief Executive Officer and Director L. Phillip Humann * Vice Chairman and October 12, 2001 -------------------------------------------- Chief Financial Officer John W. Spiegel * Senior Vice President and Controller October 12, 2001 -------------------------------------------- (Chief Accounting Officer) William P. O'Halloran * Director October 12, 2001 -------------------------------------------- J. Hyatt Brown * Director October 12, 2001 -------------------------------------------- Alston D. Correll Director -------------------------------------------- Douglas N. Daft
6 * Director October 12, 2001 -------------------------------------------- A. W. Dahlberg Director -------------------------------------------- Patricia C. First Director -------------------------------------------- M. Douglas Ivestor * Director October 12, 2001 -------------------------------------------- Summerfield K. Johnston, Jr. * Director October 12, 2001 -------------------------------------------- David H. Hughes * Director October 12, 2001 -------------------------------------------- Joseph L. Lanier, Jr. Director -------------------------------------------- Frank E. McCarthy Director -------------------------------------------- G. Gilmer Minor, III * Director October 12, 2001 -------------------------------------------- Larry L. Prince * Director October 12, 2001 -------------------------------------------- R. Randall Rollins Director -------------------------------------------- Frank S. Royal, M.D. * Director October 12, 2001 -------------------------------------------- James B. Williams * By /s/ Raymond D. Fortin ---------------------------------------- Raymond D. Fortin Attorney-in-Fact
EX-5.1 3 g72111ex5-1.txt OPINION OF KING & SPALDING 1 EXHIBIT 5.1 October 12, 2001 SunTrust Banks, Inc. 303 Peachtree Street N.E. Atlanta, Georgia 30308 Ladies and Gentlemen: We have acted as counsel to SunTrust Banks, Inc., a Georgia corporation (the "Company"), in connection with the registration, pursuant to a Registration Statement on Form S-3 filed today with the Securities and Exchange Commission (the "462(b) Registration Statement") pursuant to Rule 462(b) of the Securities Act of 1933, as amended (the "Act"), which relates to the Registration Statement on Form S-3 (File Nos. 333-46123; 46123-01 and 46123-02) (together with the 462(b) Registration Statement, the "Registration Statement"), by the Company and SunTrust Capital IV, a Delaware statutory business trust (the "Trust" and together with the Company, the "Registrants"), of (i) preferred securities representing beneficial ownership interests in the assets of the Trust (the "Preferred Securities"), (ii) subordinated debt securities consisting of debentures, notes or other evidences of indebtedness to be issued by the Company (the "Subordinated Debt Securities") and (iii) the unconditional and irrevocable guarantee of the obligations of the Trust under the Preferred Securities to be issued by the Trust (the "Guarantees"). In our capacity as such counsel, we have reviewed (i) the Registration Statement, (ii) the Indenture dated February 11, 1998 (the "Indenture") between the Company and Bank One, N.A., formerly known as The First National Bank of Chicago, as trustee (the "Trustee"), filed as an exhibit to the Registration Statement, (iii) the form of Second Supplemental Indenture (the "Supplemental Indenture") to be entered into by the Company and the Trustee, which is incorporated by reference as an exhibit to the Registration Statement, (iv) the form of Subordinated Debt Security to be issued by the Company, which is incorporated by reference as an exhibit to the Registration Statement, and (v) the form of Preferred Securities Guarantee Agreement (the "Guarantee Agreement") to be entered into by the Company and the Trustee, as Guarantee Trustee, relating to the Guarantee, which is filed as an exhibit to the Registration Statement. We have also reviewed such matters of law and examined original, certified, conformed or photographic copies of such other documents, records, agreements and certificates as we have deemed necessary as a basis for the opinions hereinafter expressed. In such review, we have 2 SunTrust Banks, Inc. October 12, 2001 Page 2 -------------------- assumed the genuineness of signatures on all documents submitted to us as originals, the conformity to original documents of all copies submitted to us as certified, conformed or photographic copies, and, as to certificates of public officials, we have assumed the same to be accurate and to have been given properly. We have relied, as to the matters set forth therein, on certificates of public officials, and we have assumed the same to have been properly given and to be accurate. We have assumed that the execution and delivery of, and the performance of all obligations under, the Indenture, the Supplemental Indenture and the Guarantee Agreement have been duly authorized by all requisite action by each party thereto, and that such documents, when executed and delivered by the parties thereto, will have been duly executed and delivered by the parties thereto, and will be valid and binding agreements of the parties thereto (other than the Company) enforceable against the parties thereto (other than the Company) in accordance with their respective terms. In addition, we have assumed that the Supplemental Indenture, the Subordinated Debt Securities and the Guarantee Agreement will be in substantially the forms reviewed by us. This opinion is limited in all respects to the laws of the State of New York, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect that such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. Based upon and subject to the foregoing, we are of the opinion that: 1. The Subordinated Debt Securities to be issued under the Indenture, when duly executed and delivered by the Company and authenticated by the Trustee in accordance with the Indenture and the Supplemental Indenture and delivered to and paid for by the purchasers thereof, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally, general equitable principles and the discretion of courts in granting equitable remedies. 2. The Guarantees to be issued pursuant to the Guarantee Agreement, when the Guarantee Agreement has been duly executed and delivered by the Company and the Trustee, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally, general equitable principles and the discretion of courts in granting equitable remedies. 3 SunTrust Banks, Inc. October 12, 2001 Page 3 -------------------- This opinion is given as of the date hereof, and we assume no obligation to update this opinion to reflect any fact or circumstance that may hereafter come to our attention or any change in any law or regulation that may hereafter occur. We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to us under the caption "Legal Matters" in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. Very truly yours, King & Spalding EX-5.2 4 g72111ex5-2.txt OPINION OF SKADDEN, ARPS,SLATE, MEAGHER & FLOM LLP 1 EXHIBIT 5.2 October 12, 2001 SunTrust Capital IV c/o SunTrust Banks, Inc. 303 Peachtree Street, N.E. Atlanta, Georgia 30308 Re: SunTrust Banks, Inc. SunTrust Capital IV Registration Statement on Form S-3 ---------------------------------- Ladies and Gentlemen: We have acted as special Delaware counsel to SunTrust Capital IV (the "Trust"), a statutory business trust created under the Business Trust Act of the State of Delaware (12 Del. C. ss.ss. 3801, et seq.) (the "Delaware Business Trust Act"), and SunTrust Banks, Inc. (the "Company"), a corporation organized under the laws of the State of Georgia, in connection with the preparation of the Registration Statement on Form S-3 filed on the date hereof with the Securities and Exchange Commission (the "462(b) Registration Statement") pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Act"), which relates to the Registration Statement on Form S-3 (File Nos. 333-46123; 46123-01 and 46123-02) (the "Original Registration Statement" and, together with the 462(b) Registration Statement, the "Registration Statement")) of the Company, the Trust and SunTrust Capital III, a statutory business trust created under the Delaware Business Trust Act, in connection with the registration of preferred securities (the "Preferred Securities") of the Trust and certain other securities. The Preferred Securities are to be issued pursuant to an Amended and Restated Declaration of Trust of the Trust (the "Declaration"), among the Company, as sponsor of the Trust, Bank One Delaware, Inc., as Delaware trustee (the "Delaware Trustee"), Bank One, N.A., as institutional trustee (the "Institutional Trustee"), and Mark Chancy, Raymond D. Fortin, and Kenneth R. Houghton, as regular trustees (together, the "Regular Trustees"). This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Original Registration Statement. In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement; (ii) the certificate of trust of the Trust (the "Certificate of Trust") filed with the Secretary of 2 State of the State of Delaware on February 10, 1998; (iii) the form of the Declaration (including the designation of the terms of the Preferred Securities annexed thereto); (iv) the form of the Preferred Securities; and (v) the underwriting agreement, dated October 11, 2001 (the "Underwriting Agreement") among the Company, the Trust and Lehman Brothers Inc. and Salomon Smith Barney Inc., as representatives of the several underwriters named therein. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. In making our examination of documents executed, or to be executed, by parties other than the Trust, we have assumed that such parties had, or will have, the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and that such documents constitute valid and binding obligations of such parties. In addition, we have assumed that the Declaration and the Preferred Securities when executed will be in substantially the forms reviewed by us. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers, trustees and other representatives of the Company, the Trust and others. Members of our firm are admitted to the bar in the State of Delaware, and we do not express any opinion as to the laws of any other jurisdiction. Based on and subject to the foregoing and to the other assumptions, qualifications and limitations set forth herein, we are of the opinion that when (i) the Registration Statement becomes effective; (ii) the Declaration has been duly executed and delivered by the parties thereto; and (iii) the terms of the Preferred Securities have been duly established in accordance with the Declaration and such Preferred Securities have been duly executed and authenticated in accordance with the Declaration and delivered to the purchasers thereof upon payment of the agreed-upon consideration therefor in accordance with the Underwriting Agreement, the Preferred Securities will have been duly authorized for issuance and will be validly issued, fully paid and nonassessable, representing undivided beneficial ownership interests in the assets of the Trust; and the holders of such Preferred Securities will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We bring to your attention, however, that the holders of Preferred Securities may be obligated, pursuant to the Declaration, to (i) provide indemnity and/or security in connection with and pay taxes or governmental charges arising from transfers of Preferred Securities and (ii) provide security and indemnity in connection with the requests of or directions to the Institutional Trustee to exercise its rights and powers under the Declaration. 2 3 We hereby consent to the filing of this opinion with the Commission as an exhibit to the 462(b) Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law. Very truly yours, /s/ Skadden, Arps, Slate, Meagher & Flom LLP 3 EX-23.1 5 g72111ex23-1.txt CONSENT OF ARTHUR ANDERSEN, LLP. 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 filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, of our report dated February 13, 2001, included in SunTrust Banks, Inc.'s Form 10-K/A for the year ended December 31, 2000, and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Atlanta, Georgia October 12, 2001