SUNTRUST BANKS INC FORM 8-K. (Current report filing) Filed 12/09/04 for the Period Ending 12/09/04

Transcription

1 SUNTRUST BANKS INC FORM 8-K (Current report filing) Filed 12/09/04 for the Period Ending 12/09/04 Address 303 PEACHTREE ST N E ATLANTA, GA Telephone CIK Symbol STI SIC Code National Commercial Banks Industry Regional Banks Sector Financial Fiscal Year 12/31 Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

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3 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 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): December 9, 2004 SunTrust Banks, Inc. (Exact name of registrant as specified in its charter) Georgia (State or other jurisdiction of incorporation) 303 Peachtree St., N.E. Atlanta, Georgia (Address of principal executive offices) (Commission File Number) (Zip Code) (IRS Employer Identification No.) Registrant s telephone number, including area code ( 404) 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 ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

4 TABLE OF CONTENTS Item Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers Item Financial Statements and Exhibits SIGNATURE Press Release issued by SunTrust on Dec. 9, 2004 Press Release issued by SunTrust on Dec. 9, 2004

5 Table of Contents Item Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers On December 9, 2004, the Board of Directors of SunTrust elected E. Neville Isdell as a director to serve until the next annual meeting of shareholders. Mr. Isdell was also appointed to serve as a member of the Executive Committee of SunTrust s Board of Directors. Mr. Isdell is Chairman of the Board of Directors and Chief Executive Officer of The Coca-Cola Company and has held these positions since June 1, Mr. Isdell served as Chairman of the Board and Chief Executive Officer of Coca-Cola Beverages from January 1999 to September In 2000, he negotiated a merger with Hellenic Bottling Company to form Coca-Cola HBC, at the time the world s second-largest Coca-Cola bottler, and was its Chief Executive Officer from September 2000 to December After he left Coca-Cola HBC at the end of 2001, Mr. Isdell served as a consultant to The Coca-Cola Company from January 2002 to May Mr. Isdell is 61. John W. Clay, Jr., a Vice Chairman of SunTrust, announced his retirement to be effective on December 31, 2005 and, effective as of December 9, 2004, resigned from his positions as Vice Chairman of SunTrust Banks, Inc. and SunTrust Bank. Mr. Clay will consult with SunTrust on Tennessee business development and provide transition consulting on his previous duties until his retirement becomes effective on December 31, In addition, Theodore J. Hoepner, a Vice Chairman of SunTrust, announced his retirement to be effective on June 30, 2005 and, effective as of December 9, 2004, resigned from his positions as Vice Chairman of SunTrust Banks, Inc. and SunTrust Bank. Mr. Hoepner will consult with SunTrust on Florida business development, government affairs, transition of the new Florida executive team, special assignments on request and will provide transition consulting on his current duties until his retirement becomes effective on June 30, James M. Wells III was elected President and Chief Operating Officer by SunTrust s Board of Directors on December 9, Until this time, Mr. Wells served as a Vice Chairman of SunTrust since August 2000 with responsibility for oversight of SunTrust s Commercial, Retail, Mortgage and Private Client Services lines of business. He also had senior executive responsibility for SunTrust s Marketing and Corporate Strategy units, and as of February 2003, had responsibility for SunTrust s Technology and Operations functions. From January 2000 to August 2000 Mr. Wells served as President and Chief Executive Officer of SunTrust s Mid-Atlantic region. From 1988 to January 2000 he served as President of Crestar Financial Corporation and Crestar Bank. Mr. Wells is 58. Effective December 9, 2004 Thomas E. Panther was appointed Controller and Chief Accounting Officer of SunTrust. He is also a Senior Vice President. From October 12, 2004 until December 9, 2004, Mr. Panther served as interim Controller and Chief Accounting Officer. From February 2004 until his appointment as interim Controller, Mr. Panther served as SunTrust s Line of Business Senior Financial Officer, where he was responsible for providing financial and strategic support to SunTrust s lines of business. From October 2000 to February 2004, he served as Private Client Services Senior Financial Officer with SunTrust. From July 1991 to October 2000, Mr. Panther worked at Arthur Andersen LLP in Atlanta, Georgia, where he served as an audit manager from June 1996 to October Mr. Panther is a Certified Public Accountant and he is 36 years old. Copies of the press releases issued by SunTrust on December 9, 2004 are filed as Exhibits 99.1 and 99.2 to this Current Report on 8-K and are incorporated by reference into this Item Item Financial Statements and Exhibits (c) Exhibits Press release issued by SunTrust on December 9, Press release issued by SunTrust on December 9, 2004.

6 Table of Contents SIGNATURE 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, thereunto duly authorized. SUNTRUST BANKS, INC. (Registrant) Date: December 9, 2004 By: /s/ Raymond D. Fortin Raymond D. Fortin Executive Vice President and Corporate Secretary

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8 EXHIBIT 99.1 News Contact: Barry Koling (404) For Immediate Release December 9, 2004 E. Neville Isdell Joins the Board of SunTrust Banks, Inc. ATLANTA SunTrust Banks, Inc. (NYSE: STI), Chairman, President and Chief Executive Officer L. Phillip Humann announced today that E. Neville Isdell has joined SunTrust s Board of Directors. Mr. Isdell is chairman and chief executive officer of The Coca-Cola Company. We welcome Mr. Isdell and look forward to benefiting from the broad perspectives and experience he will bring to the board, said Mr. Humann. Prior to returning to The Coca-Cola Company in 2004, Mr. Isdell was the retired chief executive officer of Coca-Cola HBC, the world s second largest Coca-Cola bottler. He held that position from 2000, when the company was created by the merger of Coca-Cola Beverages and Hellenic Bottling Company, until the end of He joined Coca-Cola Beverages as chairman in 1998, after spending more than 30 years at The Coca-Cola Company in positions of increasing responsibility including group president for North East Europe, the Middle East and Africa as well as president of the Greater Europe Group. SunTrust Banks, Inc., headquartered in Atlanta, is one of the nation s largest commercial banking organizations. The company operates an extensive distribution network primarily in Florida, Georgia, Maryland, North Carolina, South Carolina, 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 # # #

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10 EXHIBIT 99.2 News Contact: Investors Media Gary Peacock Barry Koling (404) (404) For Immediate Release December 9, 2004 SunTrust CEO Phil Humann Announces Executive Management Transition Vice Chairmen Clay, Hoepner to Retire after 38-Year and 37-Year Careers; James Wells Named President & Chief Operating Officer; William Reed to Head Banking Units; Other Promotions Announced ATLANTA SunTrust Banks, Inc. (NYSE:STI) Chairman and CEO L. Phillip Humann today announced a series of senior executive promotions, including the appointment of James M. Wells III, 58, currently a Vice Chairman, as the Company s President and Chief Operating Officer. Mr. Wells move into this new SunTrust position is linked to announcements by Vice Chairmen John W. Clay, Jr. and Theodore J. Hoepner that they will be retiring from SunTrust in 2005 after what Mr. Humann termed long and distinguished SunTrust careers. Upon retirement, Mr. Clay, 63, will have been with SunTrust for 38 years; Mr. Hoepner, who is also 63, will have been with the Company for 37 years. Also effective today, SunTrust Vice Chairman William R. Reed, Jr., 58, will assume direct responsibility for the Company s four geographic banking groups and the corporate sales administration function, areas that had reported to Mr. Clay. Mr. Reed, former CEO of National Commerce Financial Corporation, which merged with SunTrust in October 2004, will report to Mr. Wells. Mr. Wells will also add oversight of the Corporate and Investment Banking (CIB) line of business, which had reported to Mr. Clay, to his current responsibilities. Mr. Humann also announced the following senior executive promotions related to the planned retirements of Messrs. Clay and Hoepner: Robert H. Coords, 62, has been promoted to Senior Executive Vice President and Chief Risk Officer. In this capacity, Mr. Coords will oversee Corporate Risk Operations and Anti-Money Laundering (AML), Operational Risk Control, Sarbanes Oxley (SOX) Compliance Management, Model Validation, and a new Basel II Capital Management function. Previously, Mr. Coords served as SunTrust s Chief Quality and Efficiency Officer. -more-

11 2 David F. Dierker, 47, has been named Senior Executive Vice President and Chief Administrative Officer, a new position at SunTrust. Mr. Dierker is responsible for the Human Resources, Strategies, Mergers and Acquisitions, Audit Services, Corporate Real Estate, Efficiency, and Purchasing/Sourcing areas. Mr. Dierker was the Company s Strategic Financial Officer. Carl F. Mentzer, 59, currently head of the commercial line of business and acting chief credit officer, has been named Senior Executive Vice President and Chief Credit Officer. In this role, he has company-wide oversight of the full range of credit-related functions including Credit Policy, Credit Authorization, Credit Review, Credit Risk Metrics, and Credit Technology as well as Capital Markets Risk Management, Special Assets, Portfolio Risk Analytics, and Wholesale Bank Credit Services. Messrs. Coords, Dierker and Mentzer will report directly to Mr. Humann, as will Raymond D. Fortin, 52, SunTrust general counsel, who has been promoted to Executive Vice President. Mary T. Steele, 55, SunTrust s director of human resources, has also been promoted to Executive Vice President. SunTrust also said today that William H. Rogers, Jr., 47, executive vice president in charge of the company s Private Client Services (PCS) line of business, has added executive oversight responsibility for the mortgage and commercial lines of business to his current responsibilities. Finally, Thomas E. Panther, 36, currently a Strategic Financial Manager for the Company s lines of business, has been named SunTrust Controller. Mr. Panther had been acting Controller since mid-october. The orderly transition we are announcing today is the latest example of the effectiveness of SunTrust s management succession planning process, noted Mr. Humann. In this case, we are able to accommodate the expected retirement of two senior officers by smoothly putting into place an experienced executive leadership framework as we continue to successfully translate SunTrust s growth potential into strong and solid performance. Over their long careers at SunTrust, John Clay and Ted Hoepner have made immeasurable contributions in different ways to our Company s growth and success, Mr. Humann added. By virtue of extensive experience and proven expertise, Jim Wells is uniquely suited to his new position as president and chief operating officer of our Company, while each of the other executives assuming expanded responsibilities today will play a critical role as SunTrust pursues its growth strategies. -more-

12 3 SunTrust Banks, Inc., headquartered in Atlanta, Georgia, is one of the nation s largest commercial banking organizations. The Company operates through an extensive distribution network primarily in Florida, Georgia, Maryland, North Carolina, South Carolina, 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 Selected Biographical Sketches. James M. Wells III is responsible for Commercial, Retail, Mortgage and Private Client Services lines of business in his role as vice chairman. In addition he has senior executive responsibility for Marketing, Corporate Strategy and the Company s technology and operations organization. Jim began his career at SunTrust predecessor United Virginia Bankshares in Richmond. Throughout his career, Jim has held senior positions in commercial and corporate banking, retail banking, mortgage banking, corporate and treasury management services and trust and investments. Prior to being appointed vice chairman, Jim was chief executive officer of Crestar Bank, which is now SunTrust Mid- Atlantic. John W. Clay, Jr., joined Third National Bank, a SunTrust predecessor, as a management trainee in Since 2000, he has served as SunTrust vice chairman responsible for SunTrust s geographic banking groups as well as Corporate and Investment Banking, and Corporate Sales and Administration. Previously, he was executive vice president and managing director of Corporate and Investment Banking. In 1983, he was named president of the Third National Bank in Nashville, and was named chairman, president and CEO of Third National Corporation in During his career, he has held a variety of positions in marketing, commercial lending, corporate banking and branch banking. Theodore J. (Ted) Hoepner is vice chairman and chief risk officer overseeing SunTrust s human resources, asset quality, legal and regulatory affairs, real estate, and efficiency and quality areas. As chief risk officer he is responsible for risk management for the Company including audit and internal controls. Mr. Hoepner joined SunTrust predecessor, Flagship Bank, in A 36-year veteran of the company, he served as chairman and CEO of the Jacksonville, Miami and Orlando affiliate banks in Florida. Prior to being named a vice chairman in 2000, he was president, chairman and CEO of SunTrust Banks of Florida. William R. Reed, Jr., a 35-year veteran of the Company, is former president and chief executive officer of National Commerce Financial Corporation (NCF). Prior to being named to that position in June 2003, he was chief operating officer for National Commerce Financial overseeing the management, operation and expansion of the company s banking operations as well as product development, product pricing strategies and marketing programs. Prior to the July 2000 merger of National Commerce Bancorporation (NCBC) and CCB Financial Corporation, he was vice chairman and director of NCBC and chairman and director of National Bank of Commerce. # # #