Filed Pursuant to Rule 424b2
File Number 333-55899
Prospectus Registration No. 333-55899
Crestar Financial Corporation
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124,298 Shares of Common Stock
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This Prospectus relates to the offer and sale from time to time by the
selling stockholder named herein (the "Selling Stockholder") of up to 124,298
shares of the Common Stock, par value $5.00 per share (the "Common Stock"), of
Crestar Financial Corporation (together with its subsidiaries, "Crestar" or the
"Company") owned by the Selling Stockholder. This registration of the Common
Stock does not necessarily mean that any of the Common Stock will be offered or
sold by the Selling Stockholder.
The Company's Common Stock is traded on the New York Stock Exchange
under the symbol "CF." The average of the high and low prices of the Common
Stock as reported on the New York Stock Exchange on June 12, 1998 was $55.50 per
common share.
The Selling Stockholder from time to time may offer and sell the Common
Stock directly or through underwriters, agents or broker-dealers on terms to be
determined at the time of sale. To the extent required, the names of any
underwriters, agents or broker-dealers and applicable commissions or discounts
and any other required information with respect to any particular offer will be
set forth in an accompanying Prospectus Supplement. See "Plan of Distribution."
The Selling Stockholder reserves the sole right to accept or reject, in whole or
in part, any proposed purchase of the Common Stock to be made directly or
through agents.
The Company will not receive any cash proceeds from the sale of any
Common Stock by the Selling Stockholder but will bear certain expenses of
registration of the Common Stock under federal and state securities laws.
The Selling Stockholder and any agents or broker-dealers that
participate with the Selling Stockholder in the distribution of Common Stock may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), and any commissions received by them and any
profit on the resale of the Common Stock may be deemed to be underwriting
commissions or discounts under the Securities Act.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is June 15, 1998.
<PAGE>
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS......................2
THE COMPANY.....................................3
SELLING STOCKHOLDER.............................3
PLAN OF DISTRIBUTION............................3
AVAILABLE INFORMATION...........................4
LEGAL OPINIONS..................................5
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE COMMON STOCK, IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE ANY SUCH
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY OFFER OR
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
CERTAIN PERSONS PARTICIPATING IN THE OFFERINGS MADE HEREBY MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE
COMMON STOCK, INCLUDING PURCHASES OF THE COMMON STOCK TO STABILIZE THEIR MARKET
PRICES, PURCHASES OF THE COMMON STOCK TO COVER SOME OR ALL OF SHORT POSITIONS IN
THE COMMON STOCK MAINTAINED BY ANY UNDERWRITERS OF THE COMMON STOCK AND THE
IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF
DISTRIBUTION."
FORWARD-LOOKING STATEMENTS
This Prospectus, any Prospectus Supplement and the documents
incorporated by reference herein may contain forward-looking statements with
respect to the Company's financial condition and results of operations. These
forward-looking statements may involve certain risks and uncertainties. Factors
that may cause actual results to differ materially from those contemplated by
such forward-looking statements include, but are not limited to, an increase in
competitive pressures in the banking industry, economic conditions on both a
regional and national basis, adverse technological change, changes in the
interest rate environment or the Company's interest rate risk position, and the
impact of future legal and regulatory actions, including the establishment of
federal deposit insurance rates. It is important to note that the actual results
may differ materially from those projected in forward-looking statements.
<PAGE>
THE COMPANY
Crestar is the holding company for Crestar Bank. At March 31, 1998,
Crestar had approximately $26.1 billion in total assets, $17.0 billion in total
deposits and $2.1 billion in total shareholders' equity.
In 1963, six Virginia banks combined to form United Virginia Bankshares
Incorporated ("UVB"), a bank holding company formed under the Bank Holding
Company Act of 1956 (the "BHCA"). UVB (parent company of United Virginia Bank)
extended its operations into the District of Columbia by acquiring NS&T Bank,
N.A. on December 27, 1985 and into Maryland by acquiring Bank of Bethesda on
April 1, 1986, Loyola Federal Savings Bank, Baltimore, on December 31, 1995, and
Citizens Bank on December 31, 1996. On September 1, 1987, UVB became Crestar
Financial Corporation. On November 14, 1996, all of Crestar's banking
subsidiaries were consolidated into Crestar Bank.
Crestar serves customers through a network of 609 banking offices as of
December 31, 1997. Crestar Bank offers a broad range of banking services,
including various types of deposit accounts and instruments, commercial and
consumer loans, trust and investment management services, bank credit cards and
international banking services. Crestar's subsidiary, Crestar Insurance Agency,
Inc., offers a variety of personal and business insurance products. Securities
brokerage and investment banking services are offered by Crestar's subsidiary,
Crestar Securities Corporation. Mortgage loan origination, servicing and
wholesale lending are offered by Crestar Mortgage Corporation, and investment
advisory services are provided by Crestar Asset Management Company, both of
which are subsidiaries of Crestar Bank. These various Crestar subsidiaries
provide banking and non-banking services throughout Virginia, Maryland and
Washington, as well as certain non-banking services to customers in other
states.
The executive offices of the Company are located in Richmond, Virginia
at Crestar Center, 919 East Main Street. Crestar's Operations Center is located
in Richmond. Regional headquarters are located in Norfolk and Roanoke, Virginia,
Washington, D.C., and Baltimore, Maryland.
SELLING STOCKHOLDER
Certain information regarding the Selling Stockholder appears in the
table below. The Common Stock was issued to the Selling Stockholder in the
Company's purchase of the assets and assumption of liabilities of Executive Auto
Leasing, Inc. The Company has filed a registration statement, of which this
prospectus is a part, to facilitate the resale of such securities.
Selling Stockholder and Common Stock Owned
Relationship to Issuer Prior to the Offering
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Joseph R. Kessler 124,298 shares
President, Executive Auto
Leasing, Inc., a subsidiary of
Crestar Bank
PLAN OF DISTRIBUTION
This Prospectus relates to the offer and sale from time to time of the
Common Stock by the Selling Stockholder. The Company is registering the Common
Stock for sale to provide the holders thereof with freely tradeable securities.
The registration of the Common Stock does not necessarily mean that any of the
Common Stock will be offered or sold by the Selling Stockholder.
The Company will not receive any proceeds from the offering and sale of
the Common Stock by the Selling Stockholder. The Common Stock may be sold from
time to time to purchasers directly by the Selling Stockholder. Alternatively,
the Selling Stockholder may from time to time offer the Common Stock to or
through underwriters, broker-dealers or agents. In connection with any such
sale, any such broker-dealer may act as agent for the Selling Stockholder or may
purchase from the Selling Stockholder all or a portion of the Common Stock as
principal, and such sales may be made pursuant to any of the methods described
below. Such sales may be made on the New York Stock Exchange or any other
exchanges or markets on which the Common Stock is then traded, in negotiated
transactions or otherwise at prices related to the then-current market prices or
at prices otherwise negotiated. Underwriters, broker-dealers or agents may
receive compensation in the form of commissions from the Selling Stockholder
and/or the purchasers of the Common Stock for whom they may act as agent. The
Selling Stockholder and any underwriters, dealers or agents that participate in
the distribution of the Common Stock may be deemed to be "underwriters" within
the meaning of the Securities Act, and any profit on the sale of Common Stock by
them and any commissions received by any such dealers or agents may be deemed to
be underwriting commissions under the Securities Act.
The Common Stock may also be sold in one or more of the following
transactions: (a) block transactions in which a broker-dealer may sell all
or a portion of such stock as agent but may position and resell all or a portion
of the block as principal to facilitate the transaction; (b) purchases by
any such broker-dealer as principal and resale by such broker-dealer for its own
account pursuant to a Prospectus Supplement; (c) a special offering, an
exchange distribution or a secondary distribution in accordance with applicable
New York Stock Exchange or other market rules; (d) ordinary brokerage
transactions and transactions in which any such broker-dealer solicits
purchasers; (e) sales "at the market" to or through a market maker or into
an existing trading market, on an exchange or otherwise, for such stock; and
(f) sales in other ways not involving market makers or established trading
markets, including direct sales to purchasers. In effecting sales,
broker-dealers engaged by the Selling Stockholder may arrange for other
broker-dealers to participate. Broker-dealers will receive commissions or other
compensation from the Selling Stockholder in amounts to be negotiated
immediately prior to the sale that will not exceed those customary in the types
of transactions involved.
At the time a particular offer of Common Stock is made, a Prospectus
Supplement, if required, will be distributed which will set forth the names of
any broker-dealers or agents and any commissions and other terms constituting
compensation from the Selling Stockholder and any other required information.
The Common Stock may be sold from time to time at varying prices determined at
the time of sale or at negotiated prices.
In order to comply with the securities laws of certain states, if
applicable, the Common Stock may be sold only through registered or licensed
brokers or dealers. In addition, in certain states, the Common Stock may not be
sold unless they have been registered or qualified for sale in such state or an
exemption from such registration or qualification requirement is available and
is complied with.
All expenses incident to the offering and sale of the Common Stock, if
any, other than commissions, discounts and fees of underwriters, broker-dealers
or agents, shall be paid by the Company.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549; Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and 7 World Trade Center, New York, New York 10045.
Copies of such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Commission also maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically, including the Company, with the Commission at
http://www.sec.gov. Such reports, proxy statements and other information
concerning the Company may also be inspected at the offices of the New York
Stock Exchange, Inc. at 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission in Washington, D.C.
Registration Statements on Form S-3 (together with all amendments and exhibits
thereto, the "Registration Statement") under the Securities Act with respect to
the Securities to which this Prospectus relates. As permitted by the rules and
regulations of the Commission, this Prospectus does not contain all the
information set forth in the Registration Statement, including the exhibits
thereto, which may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 upon payment of the
prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission under
Section 13 of the Exchange Act are hereby incorporated by reference in this
Prospectus: (i) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997; (ii) the Company's Quarterly Report on Form 10-Q for
the period ended March 31, 1998; and (iii) the description of the Common Stock
contained in the Company's Registration Statement on Form 8-A, filed under the
Exchange Act, including any reports filed under the Exchange Act for the purpose
of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the Securities shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which is
deemed to be 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 this
Prospectus or the Prospectus Supplement.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the foregoing documents incorporated herein by reference
(other than exhibits to such documents). Written or telephone requests should be
directed to Crestar Financial Corporation, 919 East Main Street, P.O. Box 26665,
Richmond, Virginia 23261-6665, Attention: Linda F. Rigsby, Senior Vice
President and Corporate Secretary, (804) 782-7738.
LEGAL OPINIONS
The validity of the Securities offered hereby will be passed upon for
the Company by Hunton & Williams, Richmond, Virginia, counsel for the Company.
Gordon F. Rainey, Jr., a member of Crestar's Board of Directors, is a partner
with Hunton & Williams.
EXPERTS
The consolidated financial statements of the Company and its
subsidiaries incorporated in this Prospectus by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1997 have been so
incorporated in reliance upon the report of KPMG Peat Marwick LLP, independent
auditors, incorporated herein by reference, and upon the authority of said firm
as experts in accounting and auditing.
The report of KPMG Peat Marwick LLP refers to their reliance on another
auditors' report with respect to amounts related to Citizens Bancorp included in
the Company's consolidated financial statements.
