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