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): November 10, 1994
CRESTAR FINANCIAL CORPORATION
(Exact name registrant of as specified in charter)
Virginia 1-7083 54-0722175
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
919 East Main Street, P. O. Box 26665, Richmond, Virginia 23261-6665
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 804-782-5000
<PAGE>
Item 5. Other Events
This Current Report on Form 8-K is being filed in order to file as exhibits
hereto (i) the Underwriting Agreement dated November 9, 1994 between Crestar
Financial Corporation and Morgan Stanley & Co. Incorporated, Lehman Brothers
Inc., Craigie Incorporated, Davenport & Co. of Virginia, Inc., Scott &
Stringfellow, Inc. and Wheat, First Securities, Inc. relating to the
Registrant's 8 3/4% Subordinated Notes Due 2004 (the "Notes") and (ii) the
Registrant's press release dated November 9, 1994 describing the sale of the
Notes.
<PAGE>
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, thereunto duly authorized.
CRESTAR FINANCIAL CORPORATION
Date: November 9, 1994 By: /s/ John C. Clark, III
John C. Clark, III
Senior Vice President, General
Counsel and Secretary
<PAGE>
EXHIBIT INDEX
1 Underwriting Agreement dated November 9, 1994.
99.1 Press release dated November 9, 1994.
$150,000,000
CRESTAR FINANCIAL CORPORATION
8-3/4% Subordinated Notes Due November 15, 2004
UNDERWRITING AGREEMENT
November 9, 1994
<PAGE>
November 9, 1994
Morgan Stanley & Co. Incorporated
Lehman Brothers Inc.
Craigie Incorporated
Davenport & Co. of Virginia, Inc.
Scott & Stringfellow, Inc.
Wheat, First Securities, Inc.
c/o Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas
New York, New York 10020
Dear Sirs:
Crestar Financial Corporation, a Virginia corporation (the
"Company"), proposes to issue and sell to the several Underwriters named in
Schedule I hereto (the "Underwriters") $150,000,000 principal amount of its
8-3/4% Subordinated Notes Due November 15, 2004 (the "Securities") to be
issued pursuant to the provisions of an indenture dated as of September 1,
1993 between the Company and Chemical Bank, as Trustee (the "Indenture").
The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement, including a prospectus,
relating to the Securities. The registration statement, as amended at the
time it (or the most recent post-effective amendment thereto) became
effective, is hereinafter referred to as the Registration Statement; the
prospectus relating to the Securities, as filed with, or mailed for filing
to, the Commission pursuant to Rule 424 under the Securities Act of 1933,
as amended (the "Securities Act"), is hereinafter referred to as the Basic
Prospectus; the prospectus supplement specifically relating to the
Securities, as filed with, or mailed for filing to, the Commission pursuant
to Rule 424 under the Securities Act is hereinafter referred to as the
Prospectus Supplement; the Basic Prospectus, together with the Prospectus
Supplement, is hereinafter referred to as the Prospectus (including, in the
case of all references to the Registration Statement, the Basic Prospectus,
the Prospectus Supplement or the Prospectus, documents incorporated therein
by reference).
I.
The Company represents and warrants to each of the Underwriters
that:
(a) The Registration Statement has become effective; no stop order
suspending the effectiveness of the Registration Statement is in effect,
and no proceedings for such purpose are pending before or threatened by
the Commission.
(b) (i) Each document, if any, filed or to be filed pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and
incorporated by reference in the Prospectus complied or will comply when
so filed in all material respects with the Exchange Act and the
applicable rules and regulations of the Commission thereunder, (ii) each
part of the Registration Statement, when such part became effective, did
not contain and each such part, as amended or supplemented, if
applicable, will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, (iii) the Registration
Statement and the Prospectus comply and, as amended or supplemented, if
applicable, will comply in all material respects with the Securities Act
and the applicable rules and regulations of the Commission thereunder
and (iv) the Prospectus does not contain and, as amended or
supplemented, if applicable, will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they
were made, not misleading, except that the representations and
warranties set forth in this paragraph 1(b) do not apply (A) to
statements or omissions in the Registration Statement or the Prospectus
based upon information relating to any Underwriter furnished to the
Company in writing by such Underwriter through you expressly for use
therein or (B) to that part of the Registration Statement that
constitutes the Statement of Eligibility and Qualification of the
Trustee (Form T-1) under the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act").
(c) The Company has been duly incorporated, is validly existing as
a corporation in good standing under the laws of the jurisdiction of its
incorporation, is duly registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, has the corporate power
and authority to own its property and to conduct its business as
described in the Prospectus and is duly qualified to transact business
and is in good standing in each jurisdiction in which the conduct of its
business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified
or be in good standing would not have a material adverse effect on the
Company and its subsidiaries, taken as a whole.
(d) All of the issued and outstanding capital stock of each of
Crestar Bank, a Virginia banking corporation, Crestar Bank MD, a
Maryland banking corporation, and Crestar Bank N.A., a national banking
association (each a "Bank Subsidiary" or, collectively, the "Bank
Subsidiaries") has been duly and validly issued and is fully paid and
non-assessable (subject, however, in the case of Crestar Bank N.A., to
the provisions of Section 55, Title 12, United States Code) and (except
for directors' qualifying shares) all of such capital stock is owned,
directly or indirectly, by the Company, free and clear of any mortgage,
pledge, lien, encumbrance, claim or equity.
(e) Each Bank Subsidiary of the Company has been duly
incorporated, is validly existing as a national banking association in
good standing under the laws of the United States or as a bank in good
standing under the laws of a state thereof, as the case may be, has the
corporate power and authority to own its property and to conduct its
business as described in the Prospectus and is duly qualified to
transact business and is in good standing in each jurisdiction in which
the conduct of its business or its ownership or leasing of property
requires such qualification, except to the extent that the failure to be
so qualified or be in good standing would not have a material adverse
effect on the Company and its subsidiaries, taken as a whole.
(f) Each subsidiary of the Company that is not a Bank Subsidiary
has been duly incorporated, is validly existing as a corporation in good
standing under the laws of the jurisdiction of its incorporation, has
the corporate power and authority to own its property and to conduct its
business as described in the Prospectus and is duly qualified to
transact business and is in good standing in each jurisdiction in which
the conduct of its business or its ownership or leasing of property
requires such qualification, except to the extent that the failure to be
so qualified or be in good standing would not have a material adverse
effect on the Company and its subsidiaries, taken as a whole.
(g) The Company and its subsidiaries are in compliance in all
material respects with all laws administered by and regulations of the
Board of Governors of the Federal Reserve System (the "Board"), the
Office of the Comptroller of the Currency (the "OCC"), the Federal
Deposit Insurance Corporation (the "FDIC") and any state bank regulatory
authority with jurisdiction over any Bank Subsidiary, the failure to
comply with which would have a material adverse effect on the Company
and its subsidiaries, taken as a whole.
(h) The Company is not an "investment company" or an entity
"controlled" by an "investment company", as such terms are defined in
the Investment Company Act of 1940, as amended.
(i) This Agreement has been duly authorized, executed and
delivered by the Company.
(j) The Indenture has been duly qualified under the Trust
Indenture Act and has been duly authorized, executed and delivered by
the Company and is a valid and binding agreement of the Company,
enforceable in accordance with its terms except as (i) the
enforceability thereof may be limited by bankruptcy, insolvency or
similar laws affecting creditors' rights generally and (ii) rights of
acceleration and the availability of equitable remedies may be limited
by equitable principles of general applicability.
(k) The Securities have been duly authorized and, when executed
and authenticated in accordance with the provisions of the Indenture and
delivered to and paid for by the Underwriters in accordance with the
terms of this Agreement, will be entitled to the benefits of the
Indenture, and will be valid and binding obligations of the Company,
enforceable in accordance with their terms except as (i) the
enforceability thereof may be limited by bankruptcy, insolvency or
similar laws affecting creditors' rights generally and (ii) rights of
acceleration and the availability of equitable remedies may be limited
by equitable principles of general applicability.
(l) The execution and delivery by the Company of, and the
performance by the Company of its obligations under, this Agreement, the
Indenture and the Securities will not contravene any provision of
applicable law or the articles of incorporation or by-laws of the
Company or any Bank Subsidiary or any agreement or other instrument
binding upon the Company or any of its subsidiaries that is material to
the Company and its subsidiaries, taken as a whole, or any judgment,
order or decree of any governmental body, agency or court having
jurisdiction over the Company or any of its subsidiaries, and no
consent, approval, authorization or order of, or qualification with, any
governmental body or agency is required for the performance by the
Company of its obligations under this Agreement, the Indenture or the
Securities, except such as may be required by the securities or Blue Sky
laws of the various states in connection with the offer and sale of the
Securities.
(m) There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the
condition, financial or otherwise, or in the earnings, business or
operations of the Company and its subsidiaries, taken as a whole, from
that set forth in the Prospectus.
(n) There are no legal or governmental proceedings pending or
threatened to which the Company or any of its subsidiaries is a party or
to which any of the properties of the Company or any of its subsidiaries
is subject that are required to be described in the Registration
Statement or the Prospectus and are not so described or any statutes,
regulations, contracts or other documents that are required to be
described in the Registration Statement or the Prospectus or to be filed
as exhibits to the Registration Statement that are not described or
filed as required.
(o) Each preliminary prospectus filed as part of the registration
statement as originally filed or as part of any amendment thereto, or
filed pursuant to Rule 424 under the Securities Act, complied when so
filed in all material respects with the Securities Act and the rules and
regulations of the Commission thereunder.
(p) Each of the Company and its subsidiaries has all necessary
consents, authorizations, approvals, orders, certificates and permits of
and from, and has made all declarations and filings with, all federal,
state, local and other governmental authorities, all self-regulatory
organizations and all courts and other tribunals, to own, lease, license
and use its properties and assets and to conduct its business in the
manner described in the Prospectus, except to the extent that the
failure to obtain any such consent, authorization, approval, order,
certificate or permit, or to make any such declaration or filing, would
not have a material adverse effect on the Company and its subsidiaries
taken as a whole.
II.
The Company hereby agrees to sell to the several Underwriters, and
the Underwriters, upon the basis of the representations and warranties
herein contained, but subject to the conditions hereinafter stated, agree,
severally and not jointly, to purchase from the Company the respective
principal amounts of Securities set forth in Schedule I hereto opposite
their names at 99.090% of their principal amount -- the purchase price --
plus accrued interest from November 15, 1994 to the date of payment and
delivery.
III.
The Company is advised by you that the Underwriters propose to make
a public offering of their respective portions of the Securities as soon
after this Agreement has become effective as in your judgment is advisable.
The Company is further advised by you that the Securities are to be offered
to the public initially at 99.740% of their principal amount -- the public
offering price -- plus accrued interest and to certain dealers selected by
you at a price that represents a concession not in excess of 0.400% of
their principal amount under the public offering price, and that any
Underwriter may allow, and such dealers may reallow, a concession, not in
excess of 0.250% of their principal amount, to any Underwriter or to
certain other dealers.
IV.
Payment for the Securities shall be made by certified or official
bank check or checks payable to the order of the Company in New York
Clearing House funds at the office of Morgan Stanley & Co. Incorporated,
1251 Avenue of the Americas, New York, New York, at 10:00 A.M., local time,
on November 16, 1994. The time and date of such payment are hereinafter
referred to as the Closing Date.
The Securities shall be represented by one or more global
certificates that will be deposited with The Depository Trust Company
("DTC") and registered in the name of DTC's nominee. Ownership interests
in the Securities shall be delivered to you in book-entry form through the
book-entry facilities of DTC for the respective accounts of the several
Underwriters or their nominees that are participants in DTC, with any
transfer taxes payable in connection with the transfer of the Securities to
the Underwriters duly paid, against payment of the purchase price therefor.
V.
The several obligations of the Underwriters hereunder are subject
to the following conditions:
(a) Subsequent to the execution and delivery of this Agreement and
prior to the Closing Date,
(i) there shall not have occurred any downgrading,
nor shall any notice have been given of any intended or
potential downgrading or of any review for a possible change
that does not indicate the direction of the possible change,
in the rating accorded any of the Company's securities by
any "nationally recognized statistical rating organization,"
as such term is defined for purposes of Rule 436(g)(2) under
the Securities Act; and
(ii) there shall not have occurred any change, or any
development involving a prospective change, in the
condition, financial or otherwise, or in the earnings,
business or operations, of the Company and its subsidiaries,
taken as a whole, from that set forth in the Registration
Statement, that, in your judgment, is material and adverse
and that makes it, in your judgment, impracticable to market
the Securities on the terms and in the manner contemplated
in the Prospectus.
(b) The Underwriters shall have received on the Closing
Date a certificate, dated the Closing Date and signed by an
executive officer of the Company, to the effect set forth in clause
(a)(i) above and to the effect that the representations and
warranties of the Company contained in this Agreement are true and
correct in all material respects as of the Closing Date and that the
Company has complied with all of the agreements and satisfied all of
the conditions on its part to be performed or satisfied on or before
the Closing Date.
The officer signing and delivering such certificate may rely
upon the best of his knowledge as to proceedings threatened.
(c) You shall have received on the Closing Date an opinion of
Hunton & Williams, counsel for the Company, dated the Closing Date, to
the effect that
(i) the Company has been duly incorporated, is
validly existing as a corporation in good standing under the
laws of the jurisdiction of its incorporation, is duly
registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended, has the corporate power and
authority to own its property and to conduct its business as
described in the Prospectus and is duly qualified to
transact business and is in good standing in Virginia,
Maryland and the District of Columbia to the extent the
conduct of its business or its ownership or leasing of
property requires such qualification, except to the extent
that the failure to be so qualified or be in good standing
would not have a material adverse effect on the Company and
its subsidiaries, taken as a whole;
(ii) all of the issued and outstanding capital
stock of each Bank Subsidiary has been duly and validly
issued and is fully paid and non-assessable (subject,
however, in the case of Crestar Bank N.A., to the provisions
of Section 55, Title 12, United States Code) and to such
counsel's knowledge (except for directors' qualifying
shares) all of such capital stock is owned, directly or
indirectly, by the Company, free and clear of any mortgage,
pledge, lien, encumbrance, claim or equity;
(iii) each Bank Subsidiary of the Company has been
duly incorporated, is validly existing as a national banking
association in good standing under the laws of the United
States or as a bank in good standing under the laws of a
state thereof, as the case may be, has the corporate power
and authority to own its property and to conduct its
business as described in the Prospectus and is duly
qualified to transact business and is in good standing in
Virginia, Maryland and the District of Columbia to the
extent the conduct of its business or its ownership or
leasing of property requires such qualification, except to
the extent that the failure to be so qualified or be in good
standing would not have a material adverse effect on the
Company and its subsidiaries, taken as a whole;
(iv) each of Crestar Insurance Agency, Inc.,
Crestar Securities Corporation, Crestar Mortgage
Corporation, Capitoline Investment Services Incorporated and
MORTGAGEWRIGHT, INC. has been duly incorporated, is validly
existing as a corporation in good standing under the laws of
the jurisdiction of its incorporation, has the corporate
power and authority to own its property and to conduct its
business as described in the Prospectus;
(v) this Agreement has been duly authorized,
executed and delivered by the Company;
(vi) the Indenture has been duly qualified under
the Trust Indenture Act and has been duly authorized,
executed and delivered by the Company and is a valid and
binding agreement of the Company, enforceable in accordance
with its terms except as (a) the enforceability thereof may
be limited by bankruptcy, insolvency or similar laws
affecting creditors' rights generally and (b) rights of
acceleration and the availability of equitable remedies may
be limited by equitable principles of general applicability;
(vii) the Securities have been duly authorized and,
when executed and authenticated in accordance with the
provisions of the Indenture and delivered to and paid for by
the Underwriters in accordance with the terms of this
Agreement, will be entitled to the benefits of the Indenture
and will be valid and binding obligations of the Company,
enforceable in accordance with their terms except as (a) the
enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights
generally and (b) rights of acceleration and the
availability of equitable remedies may be limited by
equitable principles of general applicability;
(viii) the execution and delivery by the Company
of, and the performance by the Company of its obligations
under, this Agreement, the Securities and the Indenture will
not contravene any provision of applicable law or the
articles of incorporation or by-laws of the Company or any
Bank Subsidiary or, to such counsel's knowledge, any
agreement or other instrument binding upon the Company or
any of its subsidiaries that is material to the Company and
its subsidiaries, taken as a whole, or, to such counsel's
knowledge, any judgment, order or decree of any governmental
body, agency or court having jurisdiction over the Company
or any of its subsidiaries, and no consent, approval,
authorization or order of or qualification with any
governmental body or agency is required for the performance
by the Company of its obligations under this Agreement, the
Securities and the Indenture, except such as may be required
by the securities or Blue Sky laws of the various states in
connection with the offer and sale of the Securities;
(ix) the statements (1) in the Prospectus under the
caption "Description of Notes", "Regulatory Matters",
"Description of Debt Securities" and "Plan of Distribution"
and (2) in the Registration Statement under Item 15, in each
case insofar as such statements constitute summaries of the
legal matters, documents and proceedings referred to
therein, fairly present the information called for with
respect to such legal matters, documents and proceedings and
fairly summarize the matters referred to therein;
(x) after due inquiry, such counsel does not know
of any legal or governmental proceedings pending or
threatened to which the Company or any of its subsidiaries
is a party or to which any of the properties of the Company
or any of its subsidiaries is subject that are required to
be described in the Registration Statement or the Prospectus
and are not so described or of any statutes, regulations,
contracts or other documents that are required to be
described in the Registration Statement or the Prospectus or
to be filed as exhibits to the Registration Statement that
are not described or filed as required; and
(xi) such counsel (1) is of the opinion that each
document filed pursuant to the Exchange Act and incorporated
by reference in the Registration Statement and the
Prospectus (except for financial statements and schedules
and other financial and statistical information as to which
such counsel need not express any opinion) complied when so
filed as to form in all material respects with the Exchange
Act and the applicable rules and regulations of the
Commission thereunder, (2) is of the opinion that the
Registration Statement and Prospectus (except for financial
statements and schedules and other financial and statistical
information included therein as to which such counsel need
not express any opinion) comply as to form in all material
respects with the Securities Act and the rules and
regulations of the Commission thereunder, (3) believes that
(except for financial statements and schedules and other
financial and statistical information as to which such
counsel need not express any belief and except for that part
of the Registration Statement that constitutes the Form T-1
heretofore referred to) the Registration Statement and the
Basic Prospectus at the time the most recent post-effective
amendment to the Registration Statement became effective did
not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and
(4) believes that (except for financial statements and
schedules and other financial and statistical information as
to which such counsel need not express any belief) the
Prospectus as of the Closing Date does not contain any
untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements
therein, in light of the circumstances under which they were
made, not misleading.
(d) You shall have received on the Closing Date an opinion of John
C. Clark, III, Esq., General Counsel to the Company, dated the Closing
Date, to the effect that
(i) except for directors' qualifying shares, all of the
issued and outstanding capital stock of each Bank Subsidiary is
owned, directly or indirectly, by the Company, free and clear of
any mortgage, pledge, lien, encumbrance, claim or equity;
(ii) the Company and its subsidiaries are in compliance in
all material respects with all applicable regulations of the Board
of Governors of the Federal Reserve System (the "Board"), the
Office of the Comptroller of the Currency (the "OCC"), the Federal
Deposit Insurance Corporation (the "FDIC") and any state bank
regulatory authority with jurisdiction over any Bank Subsidiary,
the failure to comply with which would have a material adverse
effect on the Company and its subsidiaries, taken as a whole; and
(iii) to the best knowledge of such counsel, each of the
Company and its subsidiaries has all necessary consents,
authorizations, approvals, orders, certificates and permits of and
from, and has made all declarations and filings with, all federal,
state, local and other governmental authorities, all self-
regulatory organizations and all courts and other tribunals, to
own, lease, license and use its properties and assets and to
conduct its business in the manner described in the Prospectus,
except to the extent that the failure to obtain any such consent,
authorization, approval, order, certificate or permit, or to make
any such declaration or filing, would not have a material adverse
effect on the Company and its subsidiaries, taken as a whole.
(e) You shall have received on the Closing Date an opinion of
Davis Polk & Wardwell, special counsel for the Underwriters, dated the
Closing Date, covering the matters referred to in subparagraphs (v),
(vi), (vii), (ix) (plus the statements in the Prospectus Supplement
under "Underwriters") and clauses (2), (3) and (4) of subparagraph (xi)
of paragraph (c) above.
With respect to subparagraph (xi) of paragraph (c) above, Hunton &
Williams may state that their opinion and belief are based upon their
participation in the preparation of the Registration Statement and
Prospectus and any amendments or supplements thereto and documents
incorporated therein by reference and review and discussion of the contents
thereof, but are without independent check or verification except as
specified. With respect to clauses (2), (3) and (4) of subparagraph (xi)
of paragraph (c) above, Davis Polk & Wardwell may state that their opinion
and belief are based upon their participation in the preparation of the
Prospectus Supplement (other than the documents incorporated by reference)
and review and discussion of the contents of the Registration Statement and
the Prospectus (including documents incorporated by reference), but are
without independent check or verification except as specified. In
addition, in rendering its opinion, Davis Polk & Wardwell may rely upon the
opinion of Hunton & Williams referred to in paragraph (c) above as to all
matters of Virginia law.
The opinion of Hunton & Williams described in paragraph (c) above
shall be rendered to you at the request of the Company and shall so state
therein.
(f) You shall have received on the Closing Date a letter dated the
Closing Date in form and substance satisfactory to you, from KPMG Peat
Marwick LLP, independent public accountants for the Company, containing
statements and information of the type ordinarily included in
accountants' "comfort letters" to underwriters with respect to the
financial statements and certain financial information contained in, or
incorporated by reference into, the Registration Statement and the
Prospectus.
VI.
In further consideration of the agreements of the Underwriters
herein contained, the Company covenants as follows:
(a) To furnish you, without charge, six signed copies of the
Registration Statement (including exhibits thereto and documents
incorporated by reference) and for delivery to each other Underwriter a
conformed copy of the Registration Statement (without exhibits thereto
but including documents incorporated by reference) and, during the
period mentioned in paragraph (c) below, as many copies of the
Prospectus, any documents incorporated by reference, and any supplements
and amendments thereto as you may reasonably request. The terms
"supplement" and "amendment" or "amend" as used in this Agreement shall
include all documents subsequently filed by the Company with the
Commission pursuant to the Exchange Act that are deemed to be
incorporated by reference in the Prospectus.
(b) Before amending or supplementing the Registration Statement or
the Prospectus, to furnish to you a copy of each such proposed amendment
or supplement and not to file any such proposed amendment or supplement
to which you reasonably object.
(c) If, during such period after the first date of the public
offering of the Securities as in the opinion of your counsel the
Prospectus is required by law to be delivered in connection with sales
by an Underwriter or dealer, any event shall occur or condition exist as
a result of which it is necessary to amend or supplement the Prospectus
in order to make the statements therein, in the light of the
circumstances when the Prospectus is delivered to a purchaser, not
misleading, or if, in the opinion of your counsel, it is necessary to
amend or supplement the Prospectus to comply with law, forthwith to
prepare, file with the Commission and furnish, at its own expense, to
the Underwriters and to the dealers (whose names and addresses you will
furnish to the Company) to which Securities may have been sold by you on
behalf of the Underwriters and to any other dealers upon request, either
amendments or supplements to the Prospectus so that the statements in
the Prospectus as so amended or supplemented will not, in the light of
the circumstances when the Prospectus is delivered to a purchaser, be
misleading or so that the Prospectus, as amended or supplemented, will
comply with law.
(d) To endeavor to qualify the Securities for offer and sale under
the securities or Blue Sky laws of such jurisdictions as you shall
reasonably request and to pay all expenses (including fees and
disbursements of counsel) in connection with such qualification.
(e) To make generally available to the Company's security holders
and to you as soon as practicable an earning statement covering the
twelve-month period ending September 30, 1993 that satisfies the
provisions of Section 11(a) of the Securities Act and the rules and
regulations of the Commission thereunder.
(f) During the period beginning on the date hereof and continuing
to and including the Closing Date, not to offer, sell, contract to sell
or otherwise dispose of any debt securities of the Company or warrants
to purchase debt securities of the Company substantially similar to the
Securities (other than (i) the Securities and (ii) commercial paper
issued in the ordinary course of business), without your prior written
consent.
VII.
The Company agrees to indemnify and hold harmless each Underwriter
and each person, if any, who controls such Underwriter within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange
Act, from and against any and all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably
incurred by any Underwriter or any such controlling person in connection
with defending or investigating any such action or claim) caused by any
untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement or any amendment thereof, any preliminary
prospectus or the Prospectus (as amended or supplemented if the Company
shall have furnished any amendments or supplements thereto), or caused by
any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages or liabilities
are caused by any such untrue statement or omission or alleged untrue
statement or omission based upon information relating to any Underwriter
furnished to the Company in writing by such Underwriter through you
expressly for use therein; provided, however, that the foregoing indemnity
agreement with respect to any preliminary prospectus shall not inure to the
benefit of any Underwriter from whom the person asserting any such losses,
claims, damages or liabilities purchased Securities, or any person
controlling such Underwriter, if a copy of the Prospectus (as then amended
or supplemented if the Company shall have furnished any amendments or
supplements thereto) was not sent or given by or on behalf of such
Underwriter to such person, if required by law so to have been delivered,
at or prior to the written confirmation of the sale of the Securities to
such person, and if the Prospectus (as so amended or supplemented) would
have cured the defect giving rise to such losses, claims, damages or
liabilities.
Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, its directors, its officers who sign the
Registration Statement and each person, if any, who controls the Company
within the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act to the same extent as the foregoing indemnity from the
Company to such Underwriter, but only with reference to information
relating to such Underwriter furnished to the Company in writing by such
Underwriter through you expressly for use in the Registration Statement,
any preliminary prospectus, the Prospectus or any amendments or supplements
thereto.
In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may
be sought pursuant to either of the two preceding paragraphs, such person
(the "indemnified party") shall promptly notify the person against whom
such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in
such proceeding and shall pay the fees and disbursements of such counsel
related to such proceeding. In any such proceeding, any indemnified party
shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such indemnified party unless
(i) the indemnifying party and the indemnified party shall have mutually
agreed to the retention of such counsel or (ii) the named parties to any
such proceeding (including any impleaded parties) include both the
indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that the
indemnifying party shall not, in respect of the legal expenses of any
indemnified party in connection with any proceeding or related proceedings
in the same jurisdiction, be liable for the fees and expenses of more than
one separate firm (in addition to any local counsel) for all such
indemnified parties and that all such fees and expenses shall be reimbursed
as they are incurred. Such firm shall be designated in writing by Morgan
Stanley & Co. Incorporated, in the case of parties indemnified pursuant to
the second preceding paragraph, and by the Company, in the case of parties
indemnified pursuant to the first preceding paragraph. The indemnifying
party shall not be liable for any settlement of any proceeding effected
without its written consent, but if settled with such consent or if there
be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by
reason of such settlement or judgment. Notwithstanding the foregoing
sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses
of counsel as contemplated by the second and third sentences of this
paragraph, the indemnifying party agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if (i)
such settlement is entered into more than 30 days after receipt by such
indemnifying party of the aforesaid request and (ii) such indemnifying
party shall not have reimbursed the indemnified party in accordance with
such request prior to the date of such settlement. No indemnifying party
shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened proceeding in respect of which
any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party, unless such
settlement includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such proceeding.
If the indemnification provided for in the first or second
paragraph of this Article VII is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each indemnifying party under such paragraph, in
lieu of indemnifying such indemnified party thereunder, shall contribute to
the amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the
one hand and the Underwriters on the other hand from the offering of the
Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company on the one hand and of the
Underwriters on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Underwriters on the other
hand in connection with the offering of the Securities shall be deemed to
be in the same respective proportions as the net proceeds from the offering
of the Securities (before deducting expenses) received by the Company and
the total underwriting discounts and commissions received by the
Underwriters, in each case as set forth in the table on the cover of the
Prospectus Supplement, bear to the aggregate public offering price of the
Securities. The relative fault of the Company on the one hand and of the
Underwriters on the other hand shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company or by the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Underwriters'
respective obligations to contribute pursuant to this Article VII are
several in proportion to the respective principal amounts of Securities
they have purchased hereunder, and not joint.
The Company and the Underwriters agree that it would not be just or
equitable if contribution pursuant to this Article VII were determined by
pro rata allocation (even if the Underwriters were treated as one entity
for such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an indemnified party as
a result of the losses, claims, damages and liabilities referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this
Article VII, no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Securities
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages that such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. The remedies provided for in this
Article VII are not exclusive and shall not limit any rights or remedies
which may otherwise be available to any indemnified party at law or in
equity.
The indemnity and contribution provisions contained in this Article
VII and the representations and warranties of the Company contained in this
Agreement shall remain operative and in full force and effect regardless of
(i) any termination of this Agreement, (ii) any investigation made by or on
behalf of any Underwriter or any person controlling any Underwriter or by
or on behalf of the Company, its officers or directors or any person
controlling the Company and (iii) acceptance of and payment for any of the
Securities.
VIII.
This Agreement shall be subject to termination by notice given by
you to the Company, if (a) after the execution and delivery of this
Agreement and prior to the Closing Date (i) trading generally shall have
been suspended or materially limited on or by, as the case may be, any of
the New York Stock Exchange, the American Stock Exchange, the National
Association of Securities Dealers, Inc., the Chicago Board of Options
Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade,
(ii) trading of any securities of the Company shall have been suspended on
any exchange or in any over-the-counter market, (iii) a general moratorium
on commercial banking activities in New York, Virginia, Maryland or the
District of Columbia shall have been declared by either Federal or New
York, Virginia, Maryland or the District of Columbia authorities or
(iv) there shall have occurred any outbreak or escalation of hostilities or
any change in financial markets or any calamity or crisis that, in your
judgment, is material and adverse and (b) in the case of any of the events
specified in clauses (a)(i) through (iv), such event singly or together
with any other such event makes it, in your judgment, impracticable to
market the Securities on the terms and in the manner contemplated in the
Prospectus.
IX.
This Agreement shall become effective upon the execution and
delivery hereof by the parties hereto.
If, on the Closing Date, any one or more of the Underwriters shall
fail or refuse to purchase Securities that it or they have agreed to
purchase hereunder on such date, and the aggregate principal amount of
Securities which such defaulting Underwriter or Underwriters agreed but
failed or refused to purchase is not more than one-tenth of the aggregate
principal amount of the Securities to be purchased on such date, the other
Underwriters shall be obligated severally in the proportions that the
principal amount of Securities set forth opposite their respective names in
Schedule I bears to the principal amount of Securities set forth opposite
the names of all such non-defaulting Underwriters, or in such other
proportions as you may specify, to purchase the Securities which such
defaulting Underwriter or Underwriters agreed but failed or refused to
purchase on such date; provided that in no event shall the principal amount
of Securities that any Underwriter has agreed to purchase pursuant to
Article II be increased pursuant to this Article IX by an amount in excess
of one-ninth of such principal amount of Securities without the written
consent of such Underwriter. If, on the Closing Date, any Underwriter or
Underwriters shall fail or refuse to purchase Securities and the aggregate
principal amount of Securities with respect to which such default occurs is
more than one-tenth of the aggregate principal amount of Securities to be
purchased on such date, and arrangements satisfactory to you and the
Company for the purchase of such Securities are not made within 36 hours
after such default, this Agreement shall terminate without liability on the
part of any non-defaulting Underwriter or the Company. In any such case
either you or the Company shall have the right to postpone the Closing Date
but in no event for longer than seven days, in order that the required
changes, if any, in the Registration Statement and in the Prospectus or in
any other documents or arrangements may be effected. Any action taken
under this paragraph shall not relieve any defaulting Underwriter from
liability in respect of any default of such Underwriter under this
Agreement.
If this Agreement shall be terminated by the Underwriters, or any
of them, because of any failure or refusal on the part of the Company to
comply with the terms or to fulfill any of the conditions of this
Agreement, or if for any reason the Company shall be unable to perform its
obligations under this Agreement, the Company will reimburse the
Underwriters or such Underwriters as have so terminated this Agreement with
respect to themselves, severally, for all out-of-pocket expenses (including
the fees and disbursements of their counsel) reasonably incurred by such
Underwriters in connection with this Agreement or the offering contemplated
hereunder.
This Agreement may be signed in two or more counterparts, each of
which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
<PAGE>
This Agreement shall be governed by and construed in accordance
with the internal laws of the State of New York.
Very truly yours,
CRESTAR FINANCIAL CORPORATION
By___________________________
Accepted, November 9, 1994
Morgan Stanley & Co. Incorporated
Lehman Brothers Inc.
Craigie Incorporated
Davenport & Co. of Virginia, Inc.
Scott & Stringfellow, Inc.
Wheat, First Securities, Inc.
Acting severally on behalf
of themselves and the
several Underwriters
named herein.
By Morgan Stanley & Co. Incorporated
By__________________________________
<PAGE>
SCHEDULE I
Principal Amount
of Securities
Underwriter To Be Purchased
Morgan Stanley & Co. Incorporated $55,000,000
Lehman Brothers Inc. 55,000,000
Craigie Incorporated 10,000,000
Davenport & Co. of Virginia, Inc. 10,000,000
Scott & Stringfellow, Inc 10,000,000
Wheat, First Securities, Inc. 10,000,000
Total ........ $150,000,000
===========
News
CRESTAR
Contact: Eugene Putnam, Jr.
(804) 782-5619
For Immediate Release
Crestar Announces $150 Million 8 3/4 Percent,
10-Year Subordinated Debt Offering
Richmond, Virginia, November 9, 1994 -- Crestar Financial Corporation
announced today the sale of $150 million of 8 3/4 percent subordinated notes
due November 15, 2004 through Morgan Stanley & Co. Incorporated, Lehman
Brothers, Craigie Incorporated, Davenport & Co. of Virginia, Inc., Scott &
Stringfellow Inc. and Wheat First Butcher Singer. The notes were priced at
99.74 to yield 8.79 percent.
Proceeds from the sale of the notes will be used for general corporate
purposes including funding investment in, or extensions of credit to, the
corporation's banking and other subsidiaries.
With assets of $14.5 billion, Crestar Financial Corporation is the holding
company for three banks operating 332 banking offices in Virginia, Maryland
and Washington. Other subsidiaries provide insurance, brokerage, investment
management and mortgage banking services.
