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) September 16, 1996
Crestar Financial Corporation
(Exact name of registrant as specified in its charter)
Virginia 1-7083 54-0722175
(State of incorporation) (Commission File Number) (IRS Employer
identification No.)
919 East Main Street, Richmond, Virginia 23261-6665
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804) 782-5000
Former name or former address, if changes since last report Not applicable
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Item 5. Other Events-Announcement of Merger
On September 16, 1996 Crestar Financial Corporation (Crestar) and Citizens
Bancorp (Citizens) announced the signing of a definitive agreement under which
Citizens, a $4.2 billion-asset Maryland-based bank holding company, will merge
with Crestar. Pending approval by regulatory authorities and the shareholders of
both institutions, the transaction is expected to be completed by March 31,
1997.
Under terms of the agreement, shareholders' of Citizens will receive .835 shares
of Crestar common stock for each share of Citizens stock they hold. Based on
Crestar's $61.375 per common share closing price and the 15.1 million Citizens
common shares outstanding as of September 13, 1996, the transaction is valued at
approximately $774 million, or $51.25 per Citizens share. Approximately 12.6
million shares of Crestar common stock will be issued in connection with the
merger. Common stock repurchase plans approved by Crestar's Board of Directors
on July 11, 1996 and by Citizens' Board on August 8, 1996 respectively have been
terminated effective immediately.
With 103 banking locations, deposits of $3.1 billion and loans of $2.3 billion
at June 30, 1996, Citizens has a solid franchise in the Washington-Baltimore
metropolitan corridor, notably in Prince Georges and Montgomery Counties. Upon
merger, the combined organization will have the largest deposit market share in
the Greater Washington metropolitan area and hold the number two position in the
state of Maryland. One-time pre-tax merger costs of approximately $43 million
will be reflected in first quarter 1997 operating results, based on the expected
merger consummation by March 31, 1997. As a condition of the transaction, the
merger will be accounted for as a pooling-of-interests business combination.
Crestar Financial Corporation is the holding company for four banking entities
with 379 banking locations in Virginia, Maryland and the District of Columbia.
Other subsidiaries provide insurance, mortgage banking and full-service
securities and investment advisory services. At June 30, 1996, Crestar had total
assets of $18.5 billion and total deposits of $12.8 billion. Crestar had 42.8
million shares of common stock outstanding at June 30, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Crestar Financial Corporation
Registrant
Date September 23, 1996 /s/ James D. Barr
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James D. Barr
Executive Vice President,
Controller and Treasurer
