8-K 1 g72107e8-k.txt SUNTRUST BANKS, INC. 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): OCTOBER 11, 2001 SunTrust Banks, Inc. ------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Georgia 001-08918 58-1575035 ------------------------ ------------------------ ---------------------------- (State of incorporation) (Commission File Number) (IRS Employer Identification No.) 303 Peachtree Street, N.E. 30308 Atlanta, Georgia --------- ----------------------------------------- (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: 404-588-7711 SunTrust Capital IV -------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware N/A 58-6451112 ----------------------- ----------------------- ---------------------------- (State of incorporation) (Commission File Number) (IRS Employer Identification No.) 303 Peachtree Street, N.E. 30308 Atlanta, Georgia --------- ----------------------------------------- (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: 404-588-7711 ================================================================================ 2 ITEM 5. OTHER EVENTS. SunTrust Banks, Inc. (the "Company") and SunTrust Capital IV (the "Trust" and, together with the Company, the "Registrants"), are filing this Current Report on Form 8-K to file with the Securities and Exchange Commission certain exhibits that are to be incorporated by reference into their Registration Statement on Form S-3 (Registration Statement Nos. 333-46123, 333-46123-01 and 333-46123-02). ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (C) EXHIBITS
Exhibit No. Description ------- ----------- 4.1 Certificate of Trust of SunTrust Capital IV. 4.2 Form of Declaration of Trust of SunTrust Capital IV. 4.3 Form of Amended and Restated Declaration of Trust to be used in connection with the issuance of Trust Preferred Securities of SunTrust Capital IV. 4.4 Form of Trust Preferred Security (included in Exhibit 4.3). 4.5 Form of Second Supplemental Indenture to be used in connection with the issuance by the Company of Subordinated Deferrable Interest Debentures. 4.6 Form of Subordinated Deferrable Interest Debentures (included in Exhibit 4.5). 8.1 Tax Opinion of King & Spalding. 23.1 Consent of King & Spalding (included in Exhibit 8.1).
-2- 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this Current Report on Form 8-K to be signed on their behalf by the undersigned, hereunto duly authorized. Date: October 11, 2001 SUNTRUST BANKS, INC. By: /s/ Raymond D. Fortin ---------------------------------- Raymond D. Fortin Senior Vice President Date: October 11, 2001 SUNTRUST CAPITAL IV By: /s/ Raymond D. Fortin ---------------------------------- Raymond D. Fortin Regular Trustee -3- 4 EXHIBIT INDEX
Exhibit No. Exhibit ------- ------- 4.1 Certificate of Trust of SunTrust Capital IV. 4.2 Form of Declaration of Trust of SunTrust Capital IV. 4.3 Form of Amended and Restated Declaration of Trust to be used in connection with the issuance of Trust Preferred Securities of SunTrust Capital IV. 4.4 Form of Trust Preferred Security (included in Exhibit 4.3). 4.5 Form of Second Supplemental Indenture to be used in connection with the issuance by the Company of Subordinated Deferrable Interest Debentures. 4.6 Form of Subordinated Deferrable Interest Debentures (included in Exhibit 4.5). 8.1 Tax Opinion of King & Spalding. 23.1 Consent of King & Spalding (included in Exhibit 8.1).
-4-