-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BX2Fp1vjbPavFhISr8eyYgYzGxQqUXZg7AldYDMYFHVOWQZsJJBgwG1kBFafEfOe olUYdip1mmzuYmj32VjUNQ== 0000950172-04-002207.txt : 20040921 0000950172-04-002207.hdr.sgml : 20040921 20040921171306 ACCESSION NUMBER: 0000950172-04-002207 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040920 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040921 DATE AS OF CHANGE: 20040921 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08918 FILM NUMBER: 041039787 BUSINESS ADDRESS: STREET 1: 919 E MAIN ST CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8047827107 MAIL ADDRESS: STREET 1: 303 PEACHTREE ST N E CITY: ATLANTA STATE: GA ZIP: 30308 8-K 1 nyc503008.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 _________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 21, 2004 (September 20, 2004) SUNTRUST BANKS, INC. -------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) GEORGIA 001-08918 58-1575035 - ----------------------------- ------------- -------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 303 Peachtree Street, N.E., Atlanta, Georgia 30308 ------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: 404-588-7165 Not Applicable ------------------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01 OTHER EVENTS On September 20, 2004, SunTrust Banks, Inc. ("SunTrust") and National Commerce Financial Corporation ("NCF") issued a press release announcing the preliminary results of elections made by NCF stockholders as to the form of merger consideration to be received in the pending merger of NCF and SunTrust. The press release is attached hereto as Exhibit 99.1 and incorporated into this Item 8.01 by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibit is filed as part of this report: Exhibit Number Description - ------ ----------- Exhibit 99.1 Joint press release issued by SunTrust and NCF on September 20, 2004 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: September 21, 2004 SUNTRUST BANKS, INC. By: /s/ Kimberly N. Rhodes ----------------------- Kimberly N. Rhodes Vice President and Corporate Counsel EXHIBIT INDEX Exhibit Number Description - ------ ----------- Exhibit 99.1 Joint press release issued by SunTrust and NCF on September 20, 2004 EX-99 2 st99-1.txt EXHIBIT 99.1 - PRESS RELEASE EXHIBIT 99.1 Contact: SunTrust Banks, Inc. National Commerce Financial Corp. Mike McCoy Eileen Sarro (404) 588-7230 (901) 523-3605 For Immediate Release September 20, 2004 SUNTRUST AND NATIONAL COMMERCE FINANCIAL CORPORATION ANNOUNCE PRELIMINARY RESULTS OF ELECTION REGARDING MERGER ATLANTA -- SunTrust Banks, Inc. (NYSE: STI) and National Commerce Financial Corporation (NYSE: NCF) today announced the preliminary results of elections made by NCF stockholders as to the form of merger consideration to be received in the pending merger of NCF and SunTrust. Of the 206,366,802 shares of NCF stock outstanding as of September 14, 2004: o 22,397,182 of the shares, or 10.85 percent, elected to receive cash, o 149,670,468 of the shares, or 72.53 percent, elected to receive SunTrust stock; and o 34,299,152 of the shares, or 16.62 percent, did not make a valid election. Based on preliminary election results and the average closing price of SunTrust common stock of $67.90 for the five-day period ending on Friday, September 17, 2004, and applying the proration provisions set forth in the merger agreement, the merger consideration to be received would be as follows: o stockholders making an election to receive cash would receive approximately $33.84 in cash (the "cash consideration") per NCF share; o stockholders making an election to receive stock would receive 0.4983 shares of SunTrust common stock (the "stock consideration") per NCF share; and o non-electing stockholders would receive the cash consideration with respect to approximately 90% of the NCF shares they own and the stock consideration with respect to their remaining NCF shares. The actual merger consideration will be computed using the formula in the merger agreement and will be based on, among other things, the actual number of shares of National Commerce Financial Corporation common stock outstanding immediately prior to the closing date, the results of the election process, and the value of SunTrust common stock for the five trading days immediately preceding the date of the effective time of the merger. A press release announcing the final merger consideration will be issued after the final merger consideration is determined. National Commerce Financial Corporation, headquartered in Memphis, Tennessee, is a sales and marketing organization that delivers select financial and consulting services through a national network of banking and non-banking affiliates. With $23 billion in assets, NCF operates almost 500 branches in 14 of the nation's fastest growing metropolitan areas throughout the southeast. SunTrust Banks, Inc., headquartered in Atlanta, Georgia, is one of the nation's largest commercial banking organizations. As of June 30, 2004, SunTrust had total assets of $128.1 billion and total deposits of $85.5 billion. The company operates through an extensive distribution network primarily in Florida, Georgia, Maryland, Tennessee, Virginia and the District of Columbia and also serves customers in selected markets nationally. Its primary businesses include deposit, credit, trust and investment services. Through various subsidiaries the company provides credit cards, mortgage banking, insurance, brokerage and capital markets services. SunTrust's Internet address is www.suntrust.com. ### -----END PRIVACY-ENHANCED MESSAGE-----