SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED) for the year ended December 31,
1994.
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED) for the period from
____________ to __________.
Commission file number: 1-7083
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
CRESTAR FINANCIAL CORPORATION
LOYOLA PROFIT PLUS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Crestar Financial Corporation
919 East Main Street
Richmond, Virginia 23219
Required Information
1. Audited Statements of Net Assets Available for Plan Benefits - Years
ended December 31, 1993 and 1994 (attached).
2. Audited Statements of Changes in Net Assets Available for Plan Benefits
- Years ended December 31, 1993 and 1994 (attached).
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed on its behalf by the
undersigned thereunto duly authorized.
CRESTAR FINANCIAL CORPORATION
LOYOLA PROFIT PLUS PLAN
By: /s/ JAMES J. KELLEY, CHAIRMAN
Dated: January 4, 1996
<PAGE>
LOYOLA PROFIT PLUS PLAN
Table of Contents
Pages
Independent Auditors' Report 1
Statements of Net Assets Available for Plan Benefits --
December 31, 1994 and 1993 2
Statements of Changes in Net Assets Available for Plan
Benefits -- Years ended December 31, 1994 and 1993 3 - 4
Notes to Financial Statements 5 - 8
Item 27a -- Schedule of Assets Held for Investment Purposes --
December 31, 1994 9
Item 27d -- Schedule of Reportable Transactions --
Year ended December 31, 1994 10
* * * * * * *
The other schedules required by Item 27 of Department of Labor Form 5500, Annual
Return/Report of Employee Benefit Plan, are inapplicable and are therefore
omitted.
<PAGE>
Independent Auditors' Report
Profit Sharing Committee
Loyola Capital Corporation:
We have audited the accompanying statements of net assets available for plan
benefits of Loyola Profit Plus Plan as of December 31, 1994 and 1993 and the
related statements of changes in net assets available for plan benefits for the
years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of Loyola
Profit Plus Plan at December 31, 1994 and 1993 and the changes in net assets
available for plan benefits for the years then ended in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statements of net assets available for plan benefits and the statements of
changes in net assets available for plan benefits is presented for purpose of
additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund. The
supplemental schedules and fund information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ KPMG PEAT MARWICK LLP
September 15, 1995
<PAGE>
LOYOLA PROFIT PLUS PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1994 and 1993
<TABLE>
<CAPTION>
Fidelity and Guaranty T. Rowe Vanguard
Life Insurance Price Fixed
Company Stable Vanguard Income
Group Annuity Value Windsor Securities
Contract Fund Fund Fund
-------- ---- ---- ----
1994
<S> <C> <C> <C> <C>
Cash $ -- 471 1,888 465
Investments, at fair or contract value
(notes 2 and 4):
Money market fund 4,872 65,462 67,560 36,745
Marketable securities -- 2,021,278 1,822,530 354,028
Contracts with insurance
companies 514,504 -- -- --
------------ ------------ ------------ ---------
519,376 2,086,740 1,890,090 390,773
Receivables from participants -- loans -- -- -- --
Dividends and interest receivable 5,775 10,801 159,374 2,372
Contributions receivable from Loyola
Capital Corporation and subsidiaries -- 39,374 50,015 15,146
------------ ------------ ------------ ---------
Net assets available for plan
benefits (note 6) $ 525,151 2,137,386 2,101,367 408,756
============ ============ ========== ========
1993
Cash $ -- 83 -- --
Investments, at fair or contract value
(note 2 and 4):
Money market fund -- 43,500 23,490 13,135
Marketable securities -- 1,143,049 1,881,005 383,283
Contracts with insurance
companies 1,344,607 -- -- --
------------ ------------ ------------ ---------
1,344,607 1,186,549 1,904,495 396,418
Receivables from participants -- loans -- -- -- --
Dividends and interest receivable 20,837 5,796 21 11,776
Contributions receivable from Loyola
Capital Corporation and subsidiaries -- 28,388 43,031 11,974
------------ ------------ ------------ ---------
Net assets available for plan
benefits (note 6) $ 1,365,444 1,220,816 1,947,547 420,168
============ ============ ============ ===========
</TABLE>
<TABLE>
<CAPTION>
Loyola
Vanguard Capital
Index Vanguard Corporation
Trust World common Loans
Fund Fund stock Fund Total
---- ---- ----- ---- -----
1994
<S> <C> <C> <C> <C> <C>
Cash 1,165 498 1,078 3,826 9,391
Investments, at fair or contract value
(notes 2 and 4):
Money market fund 55,575 73,577 165,713 -- 469,504
Marketable securities 560,294 291,850 8,645,256 -- 13,695,236
Contracts with insurance
companies -- -- -- -- 514,504
----------- ---------- ------------ -------- -------------
615,869 365,427 8,810,969 -- 14,679,244
Receivables from participants -- loans -- -- -- 322,254 322,254
Dividends and interest receivable 13,084 4,070 248 -- 195,724
Contributions receivable from Loyola
Capital Corporation and subsidiaries 24,526 17,337 80,000 -- 226,398
----------- ---------- ------------ -------- -------------
Net assets available for plan
benefits (note 6) 654,644 387,332 8,892,295 326,080 15,433,011
======== ======== ========= ======== ==========
1993
Cash -- 12,768 13 2,400 15,264
Investments, at fair or contract value
(note 2 and 4):
Money market fund 9,085 9,170 84,160 -- 182,540
Marketable securities 578,631 149,074 6,982,449 -- 11,117,491
Contracts with insurance
companies -- -- -- -- 1,344,607
----------- --------- ----------- ------- --------------
587,716 158,244 7,066,609 -- 12,644,638
Receivables from participants -- loans -- -- -- 195,722 195,722
Dividends and interest receivable 12,511 1,220 103 -- 52,264
Contributions receivable from Loyola
Capital Corporation and subsidiaries 24,717 3,695 48,046 -- 159,851
----------- ---------- ------------ -------- --------------
Net assets available for plan
benefits (note 6) 624,944 175,927 7,114,771 198,122 13,067,739
=========== =========== =========== ========= ==============
</TABLE>
LOYOLA PROFIT PLUS PLAN
Statements of Changes in Net Assets Available for Plan Benefits
December 31, 1994 and 1993
<TABLE>
<CAPTION>
Guaranty Life T. Rowe Vanguard
Insurance Price Fixed
Company Stable Vanguard Income
Group Annuity Value Windsor Securities
Contract Fund Fund Fund
-------- ---- ---- ----
1994
<S> <C> <C> <C> <C>
Income (loss) on investments (note 2):
Dividends and interest $ 41,605 101,926 190,984 31,068
Net appreciation (depreciation) in fair value
of investments -- -- (194,731) (53,155)
---------- ---------- ----------- ---------
Total income (loss) on investments 41,605 101,926 (3,747) (22,087)
Contributions from Loyola Capital Corporation
and subsidiaries -- 117,726 143,324 46,477
Contributions received from participants -- 190,165 235,819 78,735
Rollover contributions -- 23,125 37,657 22,072
Distributions to participants (73,119) (220,925) (200,110) (27,811)
Interfund transfers, net (808,779) 704,553 (59,123) (108,798)
---------- ---------- ------------ -------
Net increase (decrease) in net assets
available for plan benefits (840,293) 916,570 153,820 (11,412)
Net assets available for plan benefits:
Beginning of year 1,365,444 1,220,816 1,947,547 420,168
------------ ---------- ------------ ---------
End of year $ 525,151 2,137,386 2,101,367 408,756
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Loyola
Vanguard Capital
Index Vanguard Corporation
Trust World common Loans
Fund Fund stock Fund Total
---- ---- ----- ---- -----
1994
<S> <C> <C> <C> <C> <C>
Income (loss) on investments (note 2): 17,209 5,108 193,114 20,481 601,495
Dividends and interest
Net appreciation (depreciation) in fair value (20,854) (4,046) 898,668 -- 625,882
of investments ---------- ---------- ------------ -------- -----------
(3,645) 1,062 1,091,782 20,481 1,227,377
Total income (loss) on investments
Contributions from Loyola Capital Corporation 75,685 46,969 228,728 -- 658,909
and subsidiaries 126,031 65,507 332,690 -- 1,028,947
Contributions received from participants 26,271 10,776 193,316 -- 313,217
Rollover contributions (19,143) (17,744) (304,326) -- (863,178)
Distributions to participants (175,499) 104,835 235,334 107,477 --
Interfund transfers, net ------- ---------- ---------- --------- -----------
Net increase (decrease) in net assets 29,700 211,405 1,777,524 127,958 2,365,272
available for plan benefits
Net assets available for plan benefits: 624,944 175,927 7,114,771 198,122 13,067,739
Beginning of year --------- --------- ----------- -------- ------------
654,644 387,332 8,892,295 326,080 15,433,011
End of year ========= ========= =========== ========= =============
(Continued)
</TABLE>
<PAGE>
See accompanying notes to financial statements.
LOYOLA PROFIT PLUS PLAN
Statements of Changes in Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
Fidelity and Guaranty T. Rowe Vanguard
Life Insurance Price Fixed Vanguard
Company Stable Vanguard Income Index Vanguard
Group Annuity Value Windsor Securities Trust World
Contract Fund Fund Fund Fund Fund
-------- ---- ---- ---- ---- ----
1993
<S> <C> <C> <C> <C> <C> <C>
Income on investments (note 2):
Dividends and interest $ 122,730 25,919 150,382 20,796 12,968 1,352
Net appreciation (depreciation) in fair
value of investments -- -- 89,691 (6,975) 25,590 24,640
---------- ---------- ----------- ---------- -------- --------
Total income on investments 122,730 25,919 240,073 13,821 38,558 25,992
Contributions from Loyola Capital
Corporation and subsidiaries 6,890 77,049 113,720 36,215 49,917 29,795
Contributions received from participants 119,679 114,721 221,425 53,933 71,815 33,865
Distributions to participants (386,342) (86,690) (98,103) (17,450) (6,430) (2,975)
Interfund transfers, net (1,232,223) 1,089,817 466,744 333,649 471,084 89,250
---------- ---------- ----------- ---------- -------- --------
Net increase in net assets
available for plan benefits . (1,369,266) 1,220,816 943,859 420,168 624,944 175,927
Net assets available for plan benefits:
Beginning of year 2,734,710 -- 1,003,688 -- -- --
---------- ---------- ----------- ---------- -------- --------
End of year $ 1,365,444 1,220,816 1,947,547 420,168 624,944 175,927
========== ========= ========== ========== ======== ========
</TABLE>
See accompanying notes to financial statements.
<TABLE>
<CAPTION>
Loyola Vanguard
Capital Vanguard Vanguard Prime
Corporation Guaranteed Vanguard Government Money
common- Loans Income Explorer Bond Market
stock Fund Contract Fund Fund Fund Total
----- ---- -------- ---- ---- ---- -----
1993
<S> <C> <C> <C> <C> <C> <C> <C>
Income on investments (note 2):
Dividends and interest 108,919 4,616 -- 65 9,925 16,750 474,422
Net appreciation (depreciation) in fair
value of investments (11,490) -- -- 662 6,334 62 128,514
---------- ------- -------- -------- ---------- ---------- -----------
Total income on investments 97,429 4,616 -- 727 16,259 16,812 602,936
Contributions from Loyola Capital
Corporation and subsidiaries 141,086 -- -- -- -- -- 454,672
Contributions received from participants 271,726 -- -- -- 28,430 12,012 927,606
Distributions to participants (543,997) -- -- (964) (10,438) (105,746) (1,259,135)
Interfund transfers, net 20,111 170,689 (584,626) (57,223) (390,663) (376,609) --
---------- ------- -------- -------- ---------- ---------- -----------
Net increase in net assets
available for plan benefits (13,645) 175,305 (584,626) (57,460) (356,412) (453,531) 726,079
Net assets available for plan benefits:
Beginning of year 7,128,416 22,817 584,626 57,460 356,412 453,531 12,341,660
---------- ------- -------- -------- ---------- ---------- -----------
End of year 7,114,771 198,122 -- -- -- -- 13,067,739
========= ======== ======== ======== ========== ========== ==========
</TABLE>
<PAGE>
LOYOLA PROFIT PLUS PLAN
Notes to Financial Statements
December 31, 1994 and 1993
(1) Description of Plan
The following brief description of the Loyola Profit Plus Plan (Plan) is
provided for general information purposes only. Participants should refer
to the Plan agreement for more complete information.
(a) General
The Plan is a defined contribution plan covering substantially all
employees of Loyola Capital Corporation and its subsidiaries
(Loyola). The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974.
(b) Contributions and benefits
Participants in the Plan may contribute between 1% and 10% of their
compensation subject to certain maximum annual limitations pursuant
to salary reduction agreements with Loyola. Changes to the amount of
the contribution may be made quarterly by participants. Matching
contributions are made by Loyola semiannually on the following basis:
Participant Employer
contribution contribution
1% - 6% 50%
Over 6% none
Loyola may increase the semiannual matching contribution of 50% at
the discretion of its Board of Directors. Loyola may also make
additional contributions to the Plan at the discretion of its Board
of Directors.
Forfeitures resulting from terminations of nonvested or partially
vested participants are allocated to remaining eligible participants'
accounts based on the ratio that each participant's compensation
bears to the total compensation of all eligible participants for the
year.
Income is allocated to participants' accounts quarterly based on
individual account balances.
Participants are immediately vested in their contributions and
related earnings. Generally, participants become 50% vested in
employer matching and additional contributions and related earnings
after two years of service, and are fully vested after three years of
service.
Participants with five years of credited service or at the age of
fifty-nine and one-half are eligible to withdraw their vested account
balance subject to certain limitations described in the Plan
agreement. In the event of termination caused by death, the entire
amount of employer contributions and related earnings in the
participant's account is
<PAGE>
LOYOLA PROFIT PLUS PLAN
Notes to Financial Statements
(1) Description of Plan, Continued
(b) Contributions and benefits, continued
payable to the designated beneficiary. Benefits are payable as a lump
sum or in periodic installments under certain options described in
the Plan agreement. Benefit payments are based on the vested balance
in the participant's individual account at the date of termination.
Participants may borrow from the Plan up to the lesser of $50,000 or
50% of the vested balance of their accounts. Interest on such
borrowings and repayment schedules are determined pursuant to
guidelines in the Plan. Generally, borrowings must be repaid to the
Plan over a period not to exceed five years.
(c) Plan termination
Although Loyola has not expressed any intent to terminate the Plan,
it may do so at any time. If the Plan is terminated, participant's
accounts become fully vested and the assets of the Plan will be
distributed to the participants in proportion to their respective
individual account balances at the date of termination.
(2) Summary of Significant Accounting Policies
(a) Basis of presentation
The financial statements of the Plan have been prepared on the
accrual basis and present the net assets available for plan benefits
and the changes in those net assets.
(b) Administrative expenses
Loyola pays all administrative expenses incurred on behalf of the
Plan.
(c) Investments
Investments in mutual funds and common stock are carried at fair
value based on quoted market prices. Group annuity contracts are
carried at contract value based on contributions under the related
contract, plus interest at the contract rate, less distributions.
Dividend and interest income are reinvested and purchases and sales
are recorded on a trade date basis. Unrealized appreciation and
depreciation in the fair value of investments are recognized in the
financial statements in the period in which such changes occur.
<PAGE>
(3) Trust Fund -- Trustee and Management
Mercantile-Safe Deposit & Trust Company manages the investment funds of
the Plan. Participants may elect to invest all or part of their respective
individual account balances in specific investment funds. If they do not
select an investment fund, Loyola's Profit Sharing Committee will select
the specific investments at its discretion.
(4) Investments
Investments that represent five percent or more of the Plan's net
assets at December 31 are as follows:
<TABLE>
<CAPTION>
1994 1993
Par value Contract Par value Contract
or number or fair or number or fair
of shares value of shares value
<S> <C> <C> <C> <C>
T. Rowe Price Stable
Value Fund 2,021,278 $ 2,021,278 1,143,049 $1,143,049
Vanguard Windsor Fund 144,760 1,822,530 135,227 1,881,005
Loyola Capital Corporation --
common stock 490,511 8,654,256 454,143 6,982,449
========= =========== ========= =========
Fidelity and Guaranty
Life Insurance Company
Group Annuity Contract 514,504 $ 514,504 1,344,607 $1,344,607
========== ========= ========= ==========
</TABLE>
In 1991, the Plan entered into a group annuity contract with Fidelity and
Guaranty Life Insurance Company. Discontinuance of the contract, as
defined, will subject the Plan to a charge of 10% of the balance in the
fund as of the discontinuance date, decreasing 1% for each year the
contract is in force. Deposits under the contract earn interest at the
effective rate as determined from time to time (4.0% at December 31,
1994).
The group annuity contract did not exceed five percent of the Plan's net
assets at December 31, 1994, but is presented for comparative purposes.
(5) Federal Income Tax Exemption
The Internal Revenue Service issued its latest determination letter on
July 11, 1988 which stated that the Plan and its underlying trust qualify
under the applicable provisions of the Internal Revenue Code and therefore
are exempt from Federal income taxes. The Plan and its underlying trust
has been subsequently amended to conform with current tax law changes. In
the opinion of the plan administrator, the Plan and its underlying trust
have operated within the terms of the Plan and remain qualified under the
applicable provisions of the Internal Revenue Code.
<PAGE>
(6) Reconciliation to Form 5500
Amounts due to terminated participants for benefits payable are reflected
as liabilities and expenses in the Plan's Form 5500 but are included in
net assets available for plan benefits in the financial statements. The
allocation of the amounts due to terminated participants to the Plan's
investment funds at December 31 are as follows:
Vanguard Windsor Fund $ 20,822 50,731
Loyola Capital Corporation -- common stock 14,576 13,218
Vanguard Fixed Income Securities Fund 7,355 --
Vanguard World Fund 1,911 --
Vanguard Index Trust Fund 1,427 --
T. Rowe Price Stable Value Fund 45 --
Fidelity and Guaranty Life Insurance
Company Group Annuity Contract -- 59,763
Vanguard Guaranteed Income Contract -- 18,397
Vanguard Government Bond Fund -- 10,591
Vanguard Prime Money Market Fund -- 2,079
-------- -------
$ 46,136 154,779
======== =======
<PAGE>
LOYOLA PROFIT PLUS PLAN
Item 27a -- Schedule of Assets Held for Investment Purposes
December 31, 1994
<TABLE>
<CAPTION>
Par value
or number Current
Description of shares Cost value
<S> <C> <C> <C>
Investments:
Money Market Fund -- Mercantile-Safe
Deposit and Trust Company Govern-
ment Money Market Fund $ 469,504 469,504 469,504
=========== ---------- ---------
Marketable securities:
T. Rowe Price Stable Value Fund 2,021,278 2,021,278 2,021,278
Vanguard Windsor Fund 144,760 1,904,697 1,822,530
Fixed Income Securities Fund 43,979 404,295 354,028
Vanguard Index Trust Fund 30,253 566,432 560,294
Vanguard World Fund 21,731 275,101 291,850
Investment in Securities of
Participating Employer:
Loyola Capital Corporation --
common stock 490,511 4,143,843 8,645,256
Contract with insurance companies:
Fidelity and Guaranty Life Insurance
Company Group Annuity Contract $ 514,504 514,504 514,504
=========== ---------- ---------
Total investments 10,299,654 14,679,244
---------- ----------
Participant loans 322,254 322,254
---------- ----------
Total assets held for investments
purposes 10,621,908 15,001,498
========== ==========
</TABLE>
<PAGE>
LOYOLA PROFIT PLUS PLAN
Item 27d -- Schedule of Reportable Transactions
Year ended December 31, 1994
<TABLE>
<CAPTION>
Current value
Redemption of asset on
Purchase or selling Cost of transaction Net gain
Description price price asset date or (loss)
<S> <C> <C> <C> <C> <C>
Mercantile-Safe Deposit and
Trust Company Government
Money Market Fund:
Purchases $4,234,616(171) -- 4,234,616 4,234,616 --
Sales -- 3,876,462(443) 3,876,462 3,876,462
T. Rowe Price Stable Value
Fund:
Purchases 1,037,129(26) -- 1,037,129 1,037,129 --
Sales -- 158,900(5) 158,900 158,900 --
Loyola Capital Corporation -- common stock:
Purchases 884,635(17) -- 884,635 884,635 --
Sales -- 120,250(3) 56,133 120,250 64,117
Fidelity and Guaranty Life
Insurance Company
Group Annuity Contract:
Purchases 60,586(5) -- 60,586 60,586 --
Sales -- 891,524(28) 891,524 891,524 --
</TABLE>
Notes:
(1) Where amounts shown reflect multiple transactions, the number of
transactions is shown parenthetically.
(2) All purchases and sales set forth above were transacted at current
value.
