SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): February 12, 2002
SunTrust Banks, Inc.
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(Exact name of registrant as specified in its charter)
Georgia 001-08918 58-1575035
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(State of incorporation) Commission File Number (IRS employer identification)
303 Peachtree St., NE
Atlanta, Georgia 30308
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 404-588-7711
Item 4. Changes to Registrant's Certifying Accountants
On February 12, 2002 SunTrust Banks, Inc. ("SunTrust") determined not to renew
the engagement of its independent accountants, Arthur Andersen LLP ("Andersen")
and appointed PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") as its new
independent accountants, effective immediately. This determination followed
SunTrust's decision to seek proposals from independent accountants to audit
SunTrust's financial statements for the fiscal year ending December 31, 2002.
The decision not to renew the engagement of Andersen and to retain
PricewaterhouseCoopers was approved by SunTrust's Board of Directors upon the
recommendation of its Audit Committee. Andersen's report on SunTrust's 2001
financial statements has not yet been issued, but is expected to be issued in
March, 2002, in conjunction with the filing of SunTrust's Annual Report on Form
10-K for the year ended December 31, 2001.
During SunTrust's two most recent fiscal years ended December 31, 2001, and the
subsequent interim period through February 12, 2002, there were no disagreements
between SunTrust and Andersen on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to Andersen's satisfaction would have caused them
to make reference to the subject matter of the disagreement in connection with
their reports.
None of the reportable events described under Item 304(a)(1)(v) of Regulation
S-K occurred within SunTrust's two most recent fiscal years and the subsequent
interim period through February 12, 2002.
The audit reports of Andersen on the consolidated financial statements of
SunTrust and subsidiaries as of and for the fiscal years ended December 31, 2001
and 2000 did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope, or accounting
principles. A letter from Andersen is attached as Exhibit 16.1.
During SunTrust's two most recent fiscal years ended December 31, 2001, and the
subsequent interim period through February 12, 2002, SunTrust did not consult
with PricewaterhouseCoopers regarding any of the matters or events set forth in
Item 304(a)(2)(i) and (ii) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Number Exhibit
16.1 Letter of Arthur Andersen LLP
regarding change in certifying
accountant
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.
By: /s/ John W. Spiegel
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John W. Spiegel
Vice Chairman and
Chief Financial Officer
Date: February 19, 2002