As filed with the Securities and Exchange Commission on January 4, 1996
Registration Statement No. 33-____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------
CRESTAR FINANCIAL CORPORATION
(Exact name of Registrant as specified in its Charter)
Virginia 54-0722175
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
919 East Main Street
Richmond, Virginia 23219
804-782-5000
(Address of principal executive office, including zip code)
CRESTAR FINANCIAL CORPORATION
LOYOLA - 1986 STOCK OPTION PLAN
(Full title of the Plan)
--------------------
John C. Clark, III, Esq.
Secretary and General Counsel
Crestar Financial Corporation
919 East Main Street
Richmond, Virginia 23219
804-782-5000
(Name, address and telephone number including, area code, of agent for service)
With copies to:
Lathan M. Ewers, Jr., Esq.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
804-788-8200
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(1) offering price(1) registration fee
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<S> <C> <C> <C> <C>
Common Stock, $5.00
par value 666,500 shares $58.69 $39,116,885 $13,489
Preferred Share Purchase 666,500 rights N/A N/A N/A
Rights(2)
===================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee.
This amount was calculated pursuant to Rule 457(c) on the basis of $58.69 per
share, which was the average of the high and low prices of the Common Stock as
reported on the New York Stock Exchange on January 3, 1996.
(2) The Rights to purchase Participating Cumulative Preferred Stock, Series
C will be attached to and will trade with shares of the Common Stock of the
Company.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Crestar Financial Corporation (the
"Company") with the Commission (file No. 1-7083) are incorporated herein by
reference and made a part hereof: (i) the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 including the Company's Form 10-K/A
Amendment No. 1 to Form 10-K for the year ended December 31, 1994, and the
Company's Form 10-K/A Amendment No. 1 to Form 10-K for the year ended December
31, 1994, containing 1994 annual reports for the Crestar Employees' Thrift and
Profit Sharing Plan and the Crestar Merger Plan for Transferred Employees,
respectively; (ii) the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995; (iii) the Company's
Current Report on Form 8-K dated November 17, 1995 including consolidated
financial statements for Loyola Capital Corporation ("Loyola"); (iv) the
description of the Company's Common Stock (the "Common Stock") contained in the
Company's registration statement on Form 8-A filed under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") with respect to the Common Stock on
July 1, 1993, including any amendment or report filed for the purpose of
updating such description; and (v) the description of the rights to purchase
Participating Cumulative Preferred Stock, Series C (the "Rights") in the
Company's registration statement on Form 8-A filed under the Exchange Act with
respect to the Rights, on June 26, 1989, including any amendment or report filed
for the purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of the Prospectus and prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated by reference or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of the
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document that is incorporated by reference herein modifies or
supersedes such earlier statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of the Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Articles of Incorporation (the "Crestar Articles")
implement the provisions of the Virginia Stock Corporation Act (the "VSCA"),
which provide for the indemnification of Crestar's directors and officers in a
variety of circumstances, which may include indemnification for liabilities
under the Securities Act of 1933. Under sections 13.1-697 and 13.1-704 of the
VSCA, a Virginia corporation generally is authorized to indemnify its directors
and officers in civil or criminal actions if they acted in good faith and
believed their conduct to be in the best interests of the corporation and, in
the case of criminal actions, had no reasonable cause to believe that the
conduct was unlawful. The Crestar Articles require indemnification of directors
and officers with respect to certain liabilities, expenses and other amounts
imposed upon them by reason of having
II-3
<PAGE>
been a director or officer, except in the case of willful misconduct or a
knowing violation of criminal law. Crestar also carries insurance on behalf of
directors, officers, employees or agents that may cover liabilities under the
Securities Act of 1933. In addition, the VSCA and the Crestar Articles eliminate
the liability of a director or officer of Crestar in a stockholder or derivative
proceeding. This elimination of liability will not apply in the event of willful
misconduct or a knowing violation of the criminal law or any federal or state
securities law. Sections 13.1-692.1 and 13.1-696 to -704 of the VSCA are hereby
incorporated herein by reference.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4.1 Restated Articles of Incorporation of the Company (Incorporated herein
by reference from Exhibit 3(a) of the Company's Annual Report on Form
10-K for the year ended December 31, 1993).
4.2 Bylaws of the Company, as amended through February 26, 1993
(Incorporated herein by reference from Exhibit 3(b) of the Company's
Annual Report on Form 10-K for the year ended December 31, 1993).
4.3 Rights Agreement dated June 23, 1989, between the Company and Mellon
Bank, N.A., as Rights Agent (Incorporated herein by reference from
Exhibit 4.1 of the Company's Current Report on Form 8-K dated June 23,
1989).
4.4 Crestar Financial Corporation Loyola - 1986 Stock Option Plan (the
"Plan").
5 Opinion of Hunton & Williams as to the legality of the securities being
registered.
23.1 Consent of Hunton & Williams (included in the opinion filed as Exhibit
5 to the Registration Statement).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney for Officers and Directors (included on signature
page).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are made, a
post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
II-4
<PAGE>
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change in such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
2. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and 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 this 4th day
of January, 1996.
CRESTAR FINANCIAL CORPORATION
(Registrant)
By /s/ Richard G. Tilghman
Richard G. Tilghman
Chairman of the Board and
Chief Executive Officer
II-6
<PAGE>
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on January 4, 1996. Each of the directors and/or officers
of Crestar Financial Corporation whose signature appears below hereby appoints
John C. Clark, III, Lathan M. Ewers, Jr. and David M. Carter, and each of them
severally, as his attorney-in-fact to sign in his name and behalf, in any and
all capacities stated below, and to file with the Commission any and all
amendments, including post-effective amendments, to this registration statement,
making such changes in the registration statement as appropriate, and generally
to do all such things in their behalf in their capacities as officers and
directors to enable Crestar Financial Corporation to comply with the provisions
of the Securities Act of 1933, and all requirements of the Securities and
Exchange Commission.
Signature Title
By /s/ Richard G. Tilghman Chairman of the Board, Chief Executive Officer
Richard G. Tilghman and Director (Principal Executive Officer)
By /s/ James M. Wells, III President and Director
James M. Wells, III
By /s/ Richard F. Katchuk Corporate Executive Vice President and Chief
Richard F. Katchuk Financial Officer (Principal Financial
Officer)
By /s/ James D. Barr Group Executive Vice President, Controller and
James D. Barr Treasurer (Principal Accounting Officer)
By /s/ Richard M. Bagley Director
Richard M. Bagley
By /s/ J. Carter Fox Director
J. Carter Fox
By /s/ Bonnie Guiton Hill Director
Bonnie Guiton Hill
By /s/ Gene A. James Director
Gene A. James
By /s/ H. Gordon Leggett, Jr. Director
H. Gordon Leggett, Jr.
By /s/ Charles R. Longsworth Director
Charles R. Longsworth
By /s/ Patrick J. Maher Director
Patrick J. Maher
By /s/ Frank E. McCarthy Director
Frank E. McCarthy
II-7
<PAGE>
By /s/ Paul D. Miller Director
Paul D. Miller
By /s/ G. Gilmer Minor, III Director
G. Gilmer Minor, III
By /s/ Gordon F. Rainey, Jr. Director
Gordon F. Rainey, Jr.
By /s/ Frank S. Royal, M.D. Director
Frank S. Royal, M.D.
By /s/ Eugene P. Trani Director
Eugene P. Trani
By /s/ L. Dudley Walker Director
L. Dudley Walker
By /s/ Karen Hastie Williams Director
Karen Hastie Williams
II-8
<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
EXHIBITS
filed with
REGISTRATION STATEMENT
on
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
--------------------
CRESTAR FINANCIAL CORPORATION
LOYOLA - 1986 STOCK OPTION PLAN
(full title of the plan)
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<PAGE>
EXHIBIT Sequentially
Exhibit No. Description Number Page
4.1 Restated Articles of Incorporation of the
Company (Incorporated herein by reference
from Exhibit 3(a) of the Company's Annual
Report on Form 10-K for the year ended
December 31, 1993).
4.2 Bylaws of the Company (Incorporated herein
by reference from Exhibit 3(b) of the Company's
Annual Report on Form 10-K for the year ended
December 31, 1993).
4.3 Rights Agreement dated June 23, 1989, between
the Company and Mellon Bank, N.A., as Rights
Agent (Incorporated herein by reference from
Exhibit 4.1 of the Company's Current Report on
Form 8-K dated June 23, 1989).
4.4 Crestar Financial Corporation Loyola - 1986 Stock
Option Plan.
5 Opinion of Hunton & Williams as to the legality of
the securities being registered.
23.1 Consent of Hunton & Williams (included in the
opinion filed as Exhibit 5 to the Registration
Statement).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney for Officers and Directors
(included on signature page).
Exhibit 4.4
LOYOLA CAPITAL CORPORATION
1986 STOCK OPTION PLAN
1. Purpose of the Plan.
The Plan shall be known as the Loyola Capital Corporation 1986 Stock
Option Plan (the "Plan"). The purpose of the Plan is to attract and retain the
best available personnel for positions of substantial responsibility and to
provide additional incentive to key employees of Loyola Capital Corporation or
any present or future parent or subsidiary of Loyola Capital Corporation to
promote the success of the business. It is intended that options issued pursuant
to this Plan may constitute both incentive stock options within the meaning of
Section 422A of the Internal Revenue Code of 1986, and options that do not so
qualify.
2. Definitions.
As used herein, the following definitions shall apply.
(a) "Board" shall mean the Board of Directors of the
Corporation.
(b) "Common Stock" shall mean Common Stock, par value
$.10 per share, of the Corporation.
(c) "Code" shall mean the Internal Revenue Code of 1986.
(d) "Committee" shall mean the Stock Option Committee
appointed by the Board in accordance with paragraph 4(a) of the Plan.
(e) "Continuous Employment" or "Continuous Status as an
Employee" shall mean the absence of any interruption or termination of
employment by the Corporation or any present or future Parent or Subsidiary of
the Corporation. Employment shall not be considered interrupted in the case of
sick leave, military leave or any other leave of absence approved by the
Corporation or in the case of transfers between payroll locations of the
Corporation or between the Corporation, its Parent, its Subsidiaries or a
successor.
(f) "Corporation" shall mean Loyola Capital Corporation.
(g) "Effective Date" shall mean the date specified in
paragraph 13 hereof.
(h) "Employee" shall mean any person employed on a full-time
basis by the Corporation or any present or future Parent or Subsidiary of the
Corporation.
(i) "Option" shall mean an option to purchase Common
Stock granted pursuant to this Plan.
(j) "Optioned Stock" shall mean stock subject to an
Option granted pursuant to this Plan.
<PAGE>
(k) "Optionee" shall mean an Employee who receives an
Option.
(l) "Parent" shall mean any present or future corporation
which would be a "parent corporation" as defined in Subsections 425(e) and
(g) of the Code.
(m) "Plan" shall mean the Loyola Capital Corporation
1986 Stock Option Plan.
(n) "Share" shall mean one share of the Common Stock.
(o) "Subsidiary" shall mean any present or future
corporation which would be a "subsidiary corporation" as defined in
Subsections 425(f) and (g) of the Code.
3. Shares Subject to the Plan.
Except as otherwise required by the provisions of paragraph 11 hereof,
the aggregate number of shares of Common Stock deliverable upon the exercise of
Options pursuant to the Plan shall not exceed 700,000 shares. Such shares may
either be authorized but unissued or treasury shares.
If Options should expire or become unexercisable for any reason without
having been exercised in full, the unpurchased shares which were subject thereto
shall, unless the Plan shall have been terminated, be available for the grant of
other Options under the Plan.
4. Administration of the Plan.
(a) Composition of Option Committee. The Plan shall be
administered by an Option Committee (the "Committee") consisting of not less
than three directors of the Corporation appointed by the Board. All persons
designated as members of the Committee shall be "disinterested persons" within
the meaning of Rule 16b-3 of the Securities and Exchange Act of 1934.
(b) Powers of the Committee. The Committee is authorized (but
only to the extent not contrary to the express provisions of the Plan or to
resolutions adopted by the Board) to interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to the Plan, to determine the form and
content of Options to be issued under the Plan and to make other determinations
necessary or advisable for the administration of the Plan, and shall have and
may exercise such other power and authority as may be delegated to it by the
Board from time to time. A majority of the entire Committee shall constitute a
quorum and
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<PAGE>
the action of a majority of the members present at any meeting at which a quorum
is present shall be deemed the action of the Committee.
Effect of Committee's Decision. All decisions, determinations and
interpretations of the Committee shall be final and conclusive on all persons
affected thereby.
5. Eligibility.
Options may be granted to such Employees of the Corporation or any
present or future Parent or Subsidiary as shall be designated by the Committee.
An Employee who has been granted an Option may, if otherwise eligible, be
granted an additional Option or Options.
The aggregate fair market value (determined pursuant to Section 7
hereof as of the date the Option is granted) of the Shares for which any
Employee may be granted Options in any calendar year (under all Incentive Stock
Option Plans, as defined in Section 422A of the Code, of the Corporation or any
present or future Parent or Subsidiary of the Corporation) prior to 1987 shall
not exceed $100,000, plus any unused limit carryover to such year, as defined in
Section 422A(c) of the Code. The aggregate fair market value (determined as of
the date the Option is granted) of the Shares with respect to which Incentive
Stock Options granted after January 1, 1987 are exercisable for the first time
by an Optionee during any calendar year shall not exceed $100,000.
Notwithstanding the prior provisions of this paragraph, the Committee may grant
Options in excess of the foregoing limitations, provided said Options shall be
clearly and specifically designated as not being Incentive Stock Options, as
defined in Section 422A of the Code.
No Option which qualifies as an Incentive Stock Option and which was
granted on or prior to December 31, 1986 (for purposes of this paragraph 5
called "New Option") shall be exercisable while there is outstanding any then
exercisable Incentive Stock Option (as defined in Section 422A of the Code)
which was granted, before the granting of the New Option, to the Employee to
whom the New Option is granted. A previously granted Incentive Stock Option
shall be treated as outstanding until such prior option is exercised in full or
expires by reason of lapse in time. Any Incentive Stock Option granted after
January 1, 1987 may be exercised in the order desired by the Optionee,
notwithstanding that previously granted Incentive Stock Options of the Optionee
may still be outstanding.
Notwithstanding any other provision of this Plan, each director of the
Corporation who is not an Employee at the Effective Date shall receive on the
Effective Date Options for 4,000 Shares of the Corporation's Common Stock at an
Option price equal to the
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<PAGE>
initial public offering price of such Common Stock. Additionally, 1,500
non-incentive stock options will be granted to each director who is not an
employee on April 17, 1990, at an exercise price equal to the fair market value
of the common stock on such date, that being the last sale price of the common
stock reported by NASDAQ on such date, which price the Board has determined
equals $12.50 per share. Such Options shall be designated as non-incentive
stock options, shall be exercisable at any time following stockholder approval
of the Plan as provided in Section 16 hereof, and shall have a term of ten years
following the Effective Date. Options received under the provisions of this
paragraph may be exercised by (a) written notice of intent to exercise the
Option with respect to a specified number of shares, and (b) payment to the
Corporation (contemporaneously with the delivery of such notice), in cash, in
Common Stock, or a combination of cash and Common Stock, of the amount of the
Option price for the number of shares with respect to which the Option is then
being exercised. Each such notice and payment shall be delivered, or
mailed by prepaid registered or certified mail, addressed to the Treasurer of
the Corporation at the Corporation's executive offices. Such Options may
be exercised only while the Optionee is a director of the Corporation,
or within 90 days after termination of the Optionee's status as a director, or
in the event of such person's death during the term of his directorship,
by the personal representatives of his estate or person or persons to whom his
rights under such Option shall have passed by will or by laws of descent and
distribution. Such Option of the deceased Optionee may be exercised within two
years from the date of his death, but not later than the date on which the
Option would otherwise expire. Unless otherwise inapplicable, or
inconsistent with the provisions of this paragraph, the Options to be granted to
directors hereunder shall be subject to all other provisions of this Plan.
6. Term of Plan; Term of Options.
(a) The Plan shall continue in effect for a term of ten years
from its Effective Date, unless sooner terminated pursuant to paragraph 16. No
Option shall be granted under the Plan after ten years from the Effective Date.
(b) The term of each Option granted under the Plan shall be
established by the Committee, but shall not exceed 10 years, provided however
that in the case of an Employee who owns stock representing more than ten
percent of the Corporation's outstanding Common Stock at the time the Option is
granted, the term of such Option shall not exceed five years.
7. Option Price.
The price per share at which each Option granted under the Plan may be
exercised shall not, as to any particular Option, be less than the fair market
value of the stock at the time such Option is granted. In the case of an
Employee who owns stock representing more than ten percent of the Corporation's
outstanding Common Stock at the time the Option is granted, the Option price
shall not be less than 110% of the fair market value of the stock at the time
the Option is granted. If the Common Stock is traded
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<PAGE>
otherwise than on a national securities exchange at the time of the granting of
an Option, then the price per share shall be not less than the mean between the
bid and asked price on the date the Option is granted or, if there is no bid and
asked price on said date, then on the next prior business day on which there was
a bid and asked price. If no such bid and asked price is available, then the
price per share shall be determined by the Committee. If the Common Stock is
listed on a national securities exchange (including the NASDAQ national market)
at the time of granting an Option, then the price per share shall be not less
than the average of the highest and lowest selling price on such exchange on the
date such Option is granted or if there were no sales on said date, then the
price shall be not less than the mean between the bid and asked price on such
date.
8. Exercise of Option.
(a) Procedure for Exercise. Any Option granted hereunder shall
be exercisable at such times and under such conditions as shall be permissible
under the terms of the Plan and of the Option granted to an Optionee. An Option
may not be exercised for a fractional Share.
An Option granted pursuant to the Plan may be exercised, subject to
provisions relative to its termination and limitations on its exercise, from
time to time only by (a) written notice of intent to exercise the Option with
respect to a specified number of shares, and (b) payment to the Corporation
(contemporaneously with delivery of such notice), in cash, in Common Stock, or a
combination of cash and Common Stock, of the amount of the Option price for the
number of shares with respect to which the Option is then being exercised. Each
such notice and payment shall be delivered, or mailed by prepaid registered or
certified mail, addressed to the Treasurer of the Corporation at the
Corporation's executive offices. Common Stock utilized in full or partial
payment of the exercise price shall be valued at its fair market value at the
date of exercise.
(b) Exercise During Employment or Following Death or
Disability. An Option may be exercised by an Optionee only while he is an
Employee and has maintained Continuous Status As An Employee since the date of
the grant of the Option, or in the case of an Option designated as an Incentive
Stock Option, within 90 days after termination of his status as an Employee and,
in the case of an Option designated as a Non-incentive Stock Option, within one
year after termination of his status as an Employee (but in either case not
later than the date on which the Option would otherwise expire), except if his
Continuous Employment is terminated by reason of (1) "Cause" (which for purposes
hereof shall have the same meaning as defined in the then existing employment
agreement between the Optionee and either the
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<PAGE>
Corporation or Loyola Federal Savings and Loan Association, and, in the absence
of any such agreement, shall have the meaning defined in 12 C.F.R.
ss.563.39(b)(1) as in effect on the Effective Date of this Plan) then the
Optionee's rights to exercise such Option shall expire on the date of such
termination, (2) death, then to the extent that the Optionee would have been
entitled to exercise the Option immediately prior to his death, such Option of
the deceased Optionee may be exercised within two years from the date of his
death (but not later than the date on which the Option would otherwise expire)
by the personal representatives of his estate or person or persons to whom his
rights under such Option shall have passed by will or by laws of descent and
distribution, or (3) Permanent and Total Disability (as such term is defined in
Section 105(d)(4) of the Code), then to the extent that the Optionee would have
been entitled to exercise the Option immediately prior to his Permanent and
Total Disability, such Option may be exercised within one year from the date of
such Permanent and Total Disability, but not later than the date on which the
Option would otherwise expire. Notwithstanding the provisions of any Option
which provides for its exercise in installments as designated by the Committee,
such Option shall become immediately exercisable upon death or Permanent and
Total Disability, as defined herein, of the Optionee.
The Committee's determination whether an Optionee's employment has
ceased, and the effective date thereof, shall be final and conclusive on all
persons affected thereby.
9. Stock Appreciation Rights and Change in Control.
(a) The Committee may, but shall not be obligated to, from
time to time, authorize the granting of stock appreciation rights to, or accept
the surrender of previously granted Options from, such Employees who have been
granted Options as the Committee shall select. Each stock appreciation right,
including the surrender of previously granted Options, shall relate only to one
or more shares subject to a specific Option. The terms of such stock
appreciation rights shall authorize the Corporation to accept the surrender by
the Optionee of the right to exercise an Option granted under the Plan (or
portion thereof) in consideration for the payment by the Corporation of an
amount equal to the excess of the fair market value of the shares of Common
Stock subject to such Option (or portion thereof) surrendered over the Option
price of such shares. Such payment, at the discretion of the Committee, may be
made in shares of common stock valued at the then fair market value thereof
(determined as provided in paragraph 7 hereof) or in cash or partly in cash and
partly in shares of common stock.
(b) Any election by an Optionee to exercise the stock
appreciation rights in this section shall be made during the period beginning on
the third business day following the release for publication of quarterly or
annual financial information and ending
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on the twelfth business day following such date. This condition shall be deemed
to be satisfied when the specified financial data is first made publicly
available.
(c) Notwithstanding the provisions of any Option which
provides for its exercise in installments as designated by the Committee, such
Option shall become immediately exercisable, and the Optionee shall, at the
discretion of the Committee, be entitled to receive cash in an amount equal to
the excess of the fair market value of the Common Stock (determined in
accordance with Section 7) subject to such Option over the Option price of such
shares, in exchange for the surrender of such options by the Optionee, in the
event of a change in control or offer to effect a change in control. For
purposes of this Section 9, "change in control" shall refer to the acquisition
of the beneficial ownership (as that term is defined in Rule 13d-3 of the
General Rules and Regulations under the Securities Exchange Act of 1934) of 25
percent or more of the voting securities of the Corporation by any person or by
persons acting as a group within the meaning of Section 13(d) of the Securities
Exchange Act of 1934; provided however, that for the purposes hereof no change
in control or offer to effect a change in control shall be deemed to have
occurred if prior to the acquisition of, or offer to acquire, 25 percent or more
of the voting securities of Corporation, the full Board of Directors shall have
adopted by not less than a two-thirds vote a resolution specifically approving
such acquisition or offer. The term "person" refers to an individual or a
corporation, partnership, trust, association, joint venture, pool, syndicate,
sole proprietorship, unincorporated organization or any other form of entity not
specifically listed herein. The decision of the Committee as to whether a change
in control or offer to effect a change in control has occurred shall be
conclusive and binding.
10. Non-Transferability of Options.
Options granted under the Plan may not be so[d, pledged, assigned,
hypothecated, transferred or disposed of in any manner other than by will or by
the laws of descent and distribution. An Option may be exercised, during the
lifetime of the Optionee, only by the Optionee.
11. Effect of Change in Stock Subject to the Plan.
In the event that each of the outstanding shares of Common Stock (other
than shares held by dissenting shareholders) shall be changed into or exchanged
for a different number or kind of shares of stock of the Corporation or of
another corporation (whether by reason of merger, consolidation,
recapitalization, reclassification, stock dividend, split-up, combination of
shares, or otherwise), then there shall be substituted for each share of Common
Stock then under Option or available for Option the number
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and kind of shares of stock into which each outstanding share of Common Stock
(other than shares held by dissenting shareholders) shall be so changed or for
which each such share shall be so exchanged, together with an appropriate
adjustment of the Option Price.
In the event there shall be any change in the number of, or kind of,
issued shares of Common Stock, or of any stock or other securities into which
such Common Stock shall have been changed, or for which it shall have been
exchanged, then if the Committee shall, in its discretion, determine that such
change equitably requires an adjustment in the number, or kind, or Option Price
of shares then subject to an Option or available for Option, such adjustment
shall be made by the Board and shall be effective and binding for all purposes
of the Plan.
12. Time of Granting Options.
The date of grant of an Option under the Plan shall, for all purposes,
be the date on which the Committee makes the determination of granting such
Option. Notice of the determination shall be given to each Employee to whom an
Option is so granted within a reasonable time after the date of such grant.
13. Effective Date.
The Plan shall become effective upon the commencement of business
activities by the Corporation, which for the purposes hereof shall be deemed to
have occurred upon the acquisition of the common stock of Loyola Federal Savings
and Loan Association. Options may be granted prior to ratification of the Plan
by the stockholders if the exercise of such Options is subject to such
stockholder ratification. The Plan shall continue in effect for a term of ten
years from the Effective Date, unless sooner terminated under paragraph 16 of
the Plan.
14. Approval by Shareholders.
The Plan shall be approved by stockholders of the Corporation within
twelve (12) months before or after the date it becomes effective.
15. Modification of Options.
At any time and from time to time the Board may authorize the Committee
to direct execution of an instrument providing for the modification of any
outstanding Option, provided no such modification, extension or renewal shall
confer on the holder of said Option any right or benefit which could not be
conferred on him by the grant of a new Option at such time, or impair the Option
without the consent of the holder of the Option.
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16. Amendment and Termination of the Plan.
The Board may alter, suspend or discontinue the Plan except that no
action of the Board may increase (other than as provided in paragraph 11) the
maximum number of shares permitted to be optioned or become available for the
granting of Options under the Plan, or reduce the minimum Option price, or
extend the period within which Options may be exercised, unless such action of
the Board shall be subject to approval or ratification by the shareholders of
the Corporation.
No action of the Board may, without the consent of the holder of the
Option, impair any then outstanding Option.
17. Conditions Upon Issuance of Shares.
Shares shall not be issued with respect to any Option granted under the
Plan unless the issuance and delivery of such Shares shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the rules and regulations promulgated thereunder, any
applicable state securities law, and the requirements of any stock exchange upon
which the Shares may then be listed.
Inability of the Corporation to obtain from any regulatory body or
authority deemed by the Corporation's counsel to be necessary to the Lawful
issuance and sale of any Shares hereunder shall relieve the Corporation of any
liability in respect of the non-issuance or sale of such Shares.
As a condition to the exercise of an Option, the Corporation may
require the person exercising to make such representations and warranties as may
be necessary to assure the availability of an exemption from the registration
requirements of federal or state securities law.
18. Reservation of Shares.
The Corporation, during the term of this Plan, will reserve and keep
available a number of Shares sufficient to satisfy the requirements of the Plan.
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Exhibit 5
[Hunton & Williams Letterhead]
January 4, 1996
The Board of Directors
Crestar Financial Corporation
919 East Main Street
Richmond, Virginia 23219
Crestar Financial Corporation
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Crestar Financial Corporation, a Virginia
corporation (the "Company"), in connection with the filing of a registration
statement under the Securities Act of 1933, as amended, with respect to 666,500
shares of the Company's Common Stock, par value $5.00 per share (the "Shares"),
to be offered pursuant to the Company's Loyola - 1986 Stock Option Plan (the
"Plan").
In rendering this opinion, we have relied upon, among other things, our
examination of the Plan and of such records of the Company and certificates of
its officers and of public officials as we have deemed necessary. In connection
with the filing of such registration statement, we are of the opinion that:
1. The Company is duly incorporated, validly existing and in good standing
under the laws of the Commonwealth of Virginia; and
2. The Shares have been duly authorized and, when issued in accordance with
the terms of the Plan, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to such registration statement.
Very truly yours,
/s/ HUNTON & WILLIAMS
Hunton & Williams
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Crestar Financial Corporation
We consent to the use of our reports incorporated herein by reference. Our
report on the consolidated financial statements of Crestar Financial
Corporation refers to a change in accounting for certain investments in
debt and equity securities.
/s/ KPMG PEAT MARWICK LLP
Richmond, Virginia
December 28, 1995
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Loyola Capital Corporation:
We consent to the use of our report incorporated herein by reference. Our report
refers to a change in accounting for income taxes.
/s/ KPMG PEAT MARWICK LLP
Baltimore, Maryland
December 28, 1995
