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.
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(Exact Name of Registrant as Specified in Charter)
GEORGIA 001-08918 58-1575035
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
303 Peachtree Street, N.E., Atlanta, Georgia 30308
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: 404-588-7165
Not Applicable
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(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
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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
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Kimberly N. Rhodes
Vice President
and Corporate Counsel
EXHIBIT INDEX
Exhibit
Number Description
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Exhibit 99.1 Joint press release issued by SunTrust and NCF
on September 20, 2004