As filed with the Securities and Exchange Commission on November 3, 1994
Registration No. 33-55823
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
CRESTAR FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 6711 54-0722175
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Indusrial Classification Identification
incorporation or Code Number) No.)
organization)
919 East Main Street
P.O. Box 26665
Richmond, Virginia 23261-6665
(804) 782-5000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
JOHN C. CLARK, III
Corporate Senior Vice President, General Counsel
and Secretary
Crestar Financial Corporation
919 East Main Street
P.O. Box 26665
Richmond, Virginia 23261-6665
(804) 782-7445
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies To:
LATHAN M. EWERS, JR. GERARD L. HAWKINS
Hunton & Williams Elias, Matz, Tiernan & Herrick L.L.P.
951 East Byrd Street 734 15th Street, N.W.
Richmond, Virginia 23219-4074 Washington, D.C. 20005
(804) 788-8269 (202) 347-0300
Approximate date of commencement of the proposed sale of the securities to
the public:
As soon as practicable after the Registration Statement becomes effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. ( )
Title of Maximum Proposed Proposed Amount
Each Amount Maximum Maximum Of
Class of Offering Aggregate Registration
Securities Price Offering Fee
To Be Per Price
Registered Unit
Common Stock,
$5.00 par
value
per share 673,000 $16.625(2) $9,376,500(2) $3,234
shares(1)
Preferred
Share
Purchase
Rights(3) 673,000 N/A N/A N/A
rights
(1) This Registration Statement covers the maximum number of shares of
common stock of the Registrant which are expected to be issued in
connection with the transactions described herein. Registrant
previously registered 564,000 shares, and is registering 109,000
additional shares to accommodate an increase in the Exchange Ratio
caused by a decline in the trading price for Registrant's Shares on
the New York Stock Exchange.
(2) Estimated in accordance with Rule 457(f)(1) for the purpose of
calculating the registration fee, with the market value of Jefferson
Common Stock being exchanged in the transaction for Crestar Common
Stock being based upon the average of the bid and asked prices for
Jefferson Common Stock as reported by NASDAQ on October 3, 1994. No
additional Registration Fee is payable for the additional shares being
registered as there has been no change in the market value of the
securities to be cancelled in the exchange.
(3) The Rights to purchase Participating Cumulative Preferred Stock,
Series C will be attached to and will trade with shares of the Common
Stock of Crestar Financial Corporation.
_______________________
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant will file a further amendment which specifically states that
this Registration Statement will thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, or until the Registration
Statement will become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
The purpose of Amendment No. 1 is to increase the number of
Registrant's shares covered by the Registration Statement from 564,000 to
673,000. The exchange ratio of Registrant's shares for shares of Jefferson
Savings & Loan Association, the acquisition target, fluctuates depending
upon the trading price of Registrant's shares on the New York Stock
Exchange. Since the Registration Statement was filed on October 6, 1994,
the trading price of Registrant's shares has declined from the high $40s to
the low $40s, and it is necessary to register additional shares to reflect
the increase in the exchange ratio.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this amendment to the registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Richmond,
Commonwealth of Virginia, on November 2, 1994.
CRESTAR FINANCIAL CORPORATION
(Registrant)
By: /s/ John C. Clark, III
John C. Clark, III,
Corporate Senior Vice
President, General Counsel
and Secretary
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933,
this amendment to its registration statement has been signed by the
following persons in the capacities indicated on November 2, 1994.
Signature Title
/s/ Richard G. Tilghman * Chairman of the Board and Chief
Richard G. Tilghman Executive Officer and Director
(Principal Executive Officer)
/s/ James M. Wells, III * President and Director
James M. Wells, III
/s/ Patrick D. Giblin * Vice Chairman of the Board and Chief
Patrick D. Giblin Financial Officer and Director
(Principal Financial and Accounting
Officer)
/s/ Richard M. Bagley * Director
Richard M. Bagley
/s/ J. Carter Fox * Director
J. Carter Fox
/s/ Bonnie Guiton Hill * Director
Bonnie Guiton Hill
/s/ Gene A. James * Director
Gene A. James
/s/ Charles R. Longsworth * Director
Charles R. Longsworth
/s/ Patrick J. Maher * Director
Patrick J. Maher
/s/ Frank E. McCarthy * Director
Frank E. McCarthy
/s/ G. Gilmer Minor, III * Director
G. Gilmer Minor, III
/s/ Gordon F. Rainey, Jr. * Director
Gordon F. Rainey, Jr.
/s/ Frank S. Royal * Director
Frank S. Royal, M.D.
/s/ L. Dudley Walker * Director
L. Dudley Walker
/s/ Karen Hastie Williams * Director
Karen Hastie Williams
*By: /s/ John C. Clark, III
John C. Clark, III
Attorney-In-Fact
