Form 10-K
Securities and Exchange Commission
Washington, D.C.20549
Annual Report Pursuant to Section 13 or 15(d)of the Securities
Exchange Act of 1934
For the Fiscal Year Ended December 31, 1996
Commission file number 1-8918
SunTrust Banks, Inc.
Incorporated in the State of Georgia
I.R.S. Employer Identification Number 58-1575035
Address: 303 Peachtree Street, N.E., Atlanta, GA 30308
Telephone: (404) 588-7711
Securities Registered Pursuant to Section 12(b) of the Act: Common Stock -
$1.00 par value. which is registered on the New York Stock Exchange.
As of January 31, 1996, SunTrust had 219,341,647 shares of common stock
outstanding. The aggregate market value of SunTrust common stock held by
non-affiliates on January 31, 1997 was approximately $9.8 billion.
SunTrust (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past
90 days.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [x]
Documents Incorporated By Reference
Part III information is incorporated herein by reference, pursuant to
Instruction G to Form 10-K, from SunTrust's Proxy Statement for its 1997
Annual Shareholders' Meeting, which will be filed with the Commission by
April 30, 1997. Certain Part I and Part II information required by Form 10-K
is incorporated by reference from the SunTrust Annual Report to Shareholders
as indicated below, which is included as an exhibit hereto.
FORM 10-K CROSS-REFERENCE INDEX
Page
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FORM Annual Proxy
10-K Report Statement
---- ------ ---------
PART I
Item 1. Business -- 1,4-5,11-40 --
Item 2. Properties -- 43
Item 3. Legal Proceedings -- 42
Item 4. Not Applicable
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters -- 2,11,35,41,42 --
Item 6. Selected Financial Data -- 11 --
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations -- 4-5,11-40 --
Item 8. Financial Statements and Supplementary Data -- 34-38,44-69 --
Item 9. Not Applicable
PART III
Item 10. Directors and Executive Officers of the
Registrant -- -- 2-6
Item 11. Executive Compensation -- -- 8-20
Item 12. Security Ownership of Certain Beneficial
Owners and Management -- -- 2-7
Item 13. Certain Relationships and Related Transactions -- -- 19-20
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 3-4 -- --
SIGNATURES 5-6 -- --
Exhibits, Financial Statement Schedules and Reports on Form 8-K
Financial Statements Filed. See "Index to Consolidated Financial
Statements" on page 37 of the Annual Report to Shareholders in Exhibit 13.
All financial statement schedules are omitted because the data is either
not applicable or is discussed in the financial statements or related
footnotes. No reports on Form 8-K were filed during the last quarter of 1996.
The Company's Articles of Incorporation, By-laws, certain instruments
defining the rights of securities holders, including designations of the
terms of outstanding indentures, constituent instruments relating to various
employee benefit plans, and a statement setting forth the computation of per
share earnings and certain other documents are filed as Exhibits to this
Report or incorporated by reference herein pursuant to the Securities
Exchange Act of 1934.
3. Exhibit Index
Exhibit Description
3.1 Amended and Restated Articles of Incorporation of SunTrust Banks,
Inc. ("SunTrust") effective as of November 14, 1989, incorporated
by reference to Exhibit 3.1 to Registrant's Annual Report on Form
10-K for the year ended December 31, 1989.
3.2 Amended and Restated Bylaws of SunTrust effective as of February 12,
1991, incorporated by reference to Exhibit 3.2 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1990.
4.1 Indenture Agreement between SunTrust and Morgan Guaranty Trust
Company of New York, as Trustee, incorporated by reference to
Exhibit 4(a) to Registration Statement No. 33-00084.
4.2 Indenture Agreement between SunTrust and Manufacturers Hanover
Trust Company, as Trustee, incorporated by reference to Exhibit 4(a)
to Registration Statement No. 33-12186.
4.3 Indenture between SunTrust and PNC, N.A., as Trustee, incorporated
by reference to Exhibit 4(a) to Registration Statement No. 33-62162.
4.4 Indenture between SunTrust and The First National Bank of Chicago,
as Trustee, incorporated by reference to Exhibit 4(b) to
Registration Statement No. 33-62162.
Executive Compensation Plans and Arrangements:
10.1 SunTrust Banks, Inc. Supplemental Executive Plan, as amended and
restated effective February 13, 1990, incorporated by reference to
Exhibit 10.1 to Registrant's Annual Report on 10-K for the year
ended December 31, 1989.
10.2 SunTrust Banks, Inc. Performance Unit Plan, as amended and restated
effective November 8, 1988, incorporated by reference to Exhibit
10.2 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1988.
10.3 SunTrust Banks, Inc. Performance Unit Plan, dated January 4, 1995,
incorporated by reference to Exhibit 10.3 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1994.
10.4 SunTrust Banks, Inc. Management Incentive Plan dated January 4,
1995, incorporated by reference to Exhibit 10.3 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1994.
10.5 SunTrust Banks, Inc. Management Incentive Plan Deferred Compensation
Fund, effective January 1, 1986, incorporated by reference to Exhibit
10.3 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1985.
10.6 Performance Unit Plan Deferred Compensation Fund, amended and
restated as of February 19, 1996
10.7 SunTrust Banks, Inc. Executive Stock Plan, incorporated by reference
to Exhibit 10.5 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1994.
10.8 SunTrust Banks, Inc. 1995 Executive Stock Plan incorporated by
reference to Exhibit 10.7 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1994.
10.9 Directors Deferred Compensation Plan, incorporated by reference to
Exhibit 10.8 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1993.
11 Statement re computation of per share earnings.
12 Ratio of Earnings to Fixed Charges.
13 SunTrust's 1995 Annual Report to Shareholders.
21 SunTrust Subsidiaries.
23 Consent of Independent Public Accountants.
27 Financial Data Schedule
Certain instruments defining rights of holders of long-term debt of
SunTrust and its subsidiaries are not filed herewith pursuant to Item
601(b)(4)(iii) of Regulation S-K. At the Commission's request, SunTrust
agrees to give the Commission a copy of any instrument with respect to long-
term debt of SunTrust and its consolidated subsidiaries and any of its
unconsolidated subsidiaries for which financial statements are required to
be filed under which the total amount of debt securities authorized does
not exceed ten percent of the total assets of SunTrust and its subsidiaries
on a consolidated basis.
Certain statistical data required by the Securities and Exchange Commission
are included on pages 39-68.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf on February 13, 1996 by the undersigned, thereunto duly
authorized.
SunTrust Banks, Inc.
(Registrant)
By: /s/ James B. Williams
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed on February 13, 1996 by the following persons on behalf
of the Registrant and in the capacities indicated.
By: /s/ James B. Williams
Chairman of the Board of Directors
and Chief Executive Officer
By: /s/ L. Phillip Humann
President
By: /s/ John W. Spiegel
Executive Vice President and
Chief Financial Officer
By: /s/ William P. O'Halloran
Senior Vice President and Controller
(Chief Accounting Officer)
/s/ J. Hyatt Brown Director
J. Hyatt Brown
/s/ James D. Camp, Jr. Director
James D. Camp, Jr.
/s/ A.W. Dahlberg Director
A.W. Dahlberg
/s/ Roberto C. Goizueta Director
Roberto C. Goizueta
/s/ T. Marshall Hahn, Jr. Director
T. Marshall Hahn, Jr.
/s/ David H. Hughes Director
David H. Hughes
/s/ Joseph L. Lanier, Jr. Director
Joseph L. Lanier, Jr.
/s/ H.G. Patillo Director
H.G. Patillo
/s/ Larry L. Prince Director
Larry L. Prince
/s/ Scott L. Probasco, Jr. Director
Scott L. Probasco, Jr.
/s/ R. Randall Rollins Director
R. Randall Rollins
/s/ James H. Williams Director
James H. Williams