As filed with the Securities and Exchange Commission on December 6, 1995
Registration No. 33-64351
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
to
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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Crestar Financial Corporation
(Exact name of registrant as specified in its charter)
Virginia 54-0722175
(State or other jurisdiction of (I.R.S. Employer
incorporation) Identification No.)
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)
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Copies to:
Lathan M. Ewers, Jr.
Hunton & Williams
951 East Byrd Street
Richmond, Virginia 23219
(804) 788-8269
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. ( )
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. ( X )
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If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ( )
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ( )
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. ( )
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of each class Amount to be offering price per aggregate offering Amount of
of securities to be registered(1) registered(2)(3) unit(3)(4) price(4)(5) registration fee
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<S> <C> <C> <C> <C>
Debt Securities, Preferred Stock, Depositary
Shares,(6) Common Stock and Preferred Share
Purchase Rights(7)............................. --- --- $174,000,000(8) $60,000
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Common Stock or Preferred Stock(9)............. --- --- --- ---
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</TABLE>
(1) This Registration Statement also covers such indeterminate amount of
securities as may be issued in exchange for, or upon conversion of, as the
case may be, the securities registered hereunder. In addition, any other
securities registered hereunder may be sold separately or as units with
other securities registered hereunder.
(2) If any Debt Securities are issued at an original issue discount, then such
greater principal amount as shall result in an aggregate initial offering
price of $300,000,000. In no event will the aggregate initial offering
price of Debt Securities, Preferred Stock, Depositary Shares, Preferred
Share Purchase Rights and Common Stock issued under this Registration
Statement and not previously registered under the Securities Act of 1933,
as amended (the "Securities Act"), exceed $300,000,000.
(3) Not specified as to each class of securities to be registered pursuant to
General Instruction II.D of Form S-3 under the Securities Act.
(4) The proposed maximum offering price per unit will be determined from time
to time by the Registrant in connection with, and at the time of, the
issuance by the Registrant of the securities registered hereunder.
(5) Estimated solely for the purposes of computing the registration fee
pursuant to Rule 457(o) of the Rules and Regulations of the Securities and
Exchange Commission (the "Commission") under the Securities Act.
(6) Such indeterminate number of Depositary Shares to be evidenced by
Depositary Receipts issued pursuant to a Deposit Agreement. In the event
the Registrant elects to offer to the public fractional interests in shares
of the Preferred Stock registered hereunder, Depositary Receipts will be
distributed to those persons purchasing such fractional interests and such
shares will be issued to the Depositary Bank under the Deposit Agreement.
(7) The Rights to purchase Participating Cumulative Preferred Stock, Series C,
will be attached to and trade with shares of the Common Stock.
(8) No separate consideration will be received for any securities registered
hereunder that are issued in exchange for, or upon conversion of, other
securities registered hereunder.
(9) The maximum amount of Common Stock or Preferred Stock to be registered with
respect to a series of Debt Securities is equal to the aggregate principal
amount of the Debt Securities of such series divided by the Market Value
(as defined in the applicable Indenture) of the Common Stock or
Preferred Stock on the date of issuance. No additional
consideration will be paid for the Common Stock or Preferred Stock
registered hereunder.
The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that the Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act, or until the Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may
determine.
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<PAGE>
EXPLANATORY NOTE
This Amendment No. 1 is being filed to reduce the amount of
registered securities from $300,000,000 to $174,000,000 in accordance with the
Commission's Fee Rate Advisory dated November 21, 1995 and a letter dated
November 22, 1995 to the Registrant from the Office of Filings and
Information Services.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Richmond,
Commonwealth of Virginia, on December 6, 1995.
CRESTAR FINANCIAL CORPORATION
(Registrant)
By: /s/ John C. Clark, III
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John C. Clark, III
Senior Vice President, General
Counsel and Secretary
Signature Title
/s/ Richard G. Tilghman* Chairman of the Board and Chief
- --------------------------- Executive Officer and Director
Richard G. Tilghman (Principal Executive Officer)
/s/ James M. Wells, III* President and Director
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James M. Wells, III
/s/ Richard F. Katchuk* Corporate Executive Vice President
- ---------------------------- and Chief Financial Officer
Richard F. Katchuk (Principal Financial Officer)
/s/ James D. Barr* Group Executive Vice President,
- ----------------------------- Controller and Treasurer
James D. Barr (Principal Accounting Officer)
- ---------------------------- Director
Richard M. Bagley
- ---------------------------- Director
J. Carter Fox
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<PAGE>
- -------------------------- Director
Bonnie Guiton Hill
/s/ Gene A. James* Director
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Gene A. James
/s/ H. Gordon Leggett, Jr.* Director
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H. Gordon Leggett, Jr.
- ---------------------------- Director
Charles R. Longsworth
/s/ Patrick J. Maher* Director
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Patrick J. Maher
/s/ Frank E. McCarthy* Director
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Frank E. McCarthy
- ---------------------------- Director
Paul D. Miller
- ---------------------------- Director
G. Gilmer Minor, III
/s/ Gordon F. Rainey, Jr.* Director
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Gordon F. Rainey, Jr.
/s/ Frank S. Royal, M.D.* Director
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Frank S. Royal, M.D.
/s/ Eugene P. Trani* Director
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Eugene P. Trani
- ---------------------------- Director
L. Dudley Walker
/s/ Karen Hastie Williams* Director
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Karen Hastie Williams
*/s/ John C. Clark, III
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By John C. Clark, III
Attorney-in-Fact
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