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