SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by registrant [ x ]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Definitive proxy statement
[x ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
CRESTAR FINANCIAL CORPORATION
- -----------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement)
- -----------------------------------------------------------------------------
Payment of filing fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule of registration statement no.:
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(4) Date filed:
Crestar Financial Corporation
919 East Main Street
P.O. Box 26665
Richmond, VA 23261-6665
(804) 782-7685
____________________________________________________________________
Richard G. Tilghman CRESTAR
Chairman and Chief Executive Officer
November 25, 1998
Dear Crestar Shareholder,
By now, you should have received the proxy materials related to the planned
merger of SunTrust Banks, Inc. and Crestar Financial Corporation. Your
vote is very important. I URGE YOU TO REVIEW THE PROXY MATERIALS CAREFULLY
AND VOTE PROMPTLY, THEREBY HELPING AVOID THE NEED FOR COSTLY FOLLOW-UP
COMMUNICATION.
After careful consideration, Crestar's Board and Management strongly
believe this transaction is in the best interests of our shareholders, as
well as our customers, the communities we serve and the vast majority of
our employees.
Because this merger is so critical to our future, I am writing to all
shareholders to highlight some of the reasons we recommend a vote in favor
of the transaction.
o COMPETITIVE POSITIONING: The combination of Crestar and SunTrust will
result in the 10th largest bank holding company in the United States,
based on assets of $87 billion. With nearly 1,100 branches in six
states and the District of Columbia, the Company will serve more than
3.3 million customers and enjoy a leading position in some of the
nation's most attractive banking markets. In short, the combined
institution will have the size, scope and positioning necessary to
compete effectively in the consolidating and changing U.S. financial
services industry.
o FINANCIAL PROSPECTS: The merger brings together two institutions with
solid individual track records of strong financial performance.
Looking ahead, the earnings power of the combined organization can be
expected to be greater than that of either of its two component
institutions. That's because the merger should generate enhanced
revenues attributable to sales of each partners' products and services
to a broader customer base. In addition, operating efficiencies will
be derived over time from combining or consolidating certain
functions.
o STOCK POTENTIAL: In recent years, SunTrust stock has performed better
than a number of recognized national bank stock indexes. While the
price of SunTrust stock today is lower than its all-time high on the
day before our merger announcement on July 20, it is important to note
that bank stock indexes have also declined since then as part of this
summer's stock market downturn. Looking ahead, we hope and expect
that as the financial benefits of the SunTrust-Crestar merger begin to
be realized, they will be reflected in the value of SunTrust shares.
o DIVIDEND: As noted in the proxy materials, after the merger SunTrust
senior management intends to recommend to the SunTrust Board, which
will include four current Crestar directors, that the annual dividend
on SunTrust common stock be increased to $1.38 per share, effective as
of the first quarterly dividend date to occur after the merger.
Assuming its approval, this 38% increase would bring the post-merger
SunTrust dividend rate to a level equivalent to Crestar's current
dividend rate.
o EMPLOYEE AND COMMUNITY IMPACT: As a wholly owned subsidiary of
SunTrust Banks, Inc., following the merger Crestar will continue to
operate under its current management, serving its current markets.
Our commitment to the communities in which we operate will be
unchanged. Since there is no geographic overlap between SunTrust's
and Crestar's franchises, there will be no branch closings as a result
of the merger, nor any job eliminations in other customer contact
areas. In general, merger-related job losses at Crestar will be
minimal - and certainly much less than in other recent mergers in
Crestar's market.
If you have not already returned your proxy card or voted by telephone, I
urge you to do so promptly. Voting instructions are included in the proxy
materials.
Thank you for your continued support.
Sincerely,
/s/ Richard G. Tilghman
Crestar Financial Corporation
919 East Main Street
P.O. Box 26665
Richmond, VA 23261-6665
(804) 782-7685
____________________________________________________________________
Richard G. Tilghman CRESTAR
Chairman and Chief Executive Officer
November 25, 1998
Dear Crestar Thrift and Profit Sharing Plan Participant,
By now, you should have received the proxy materials related to the planned
merger of SunTrust Banks, Inc. and Crestar Financial Corporation. As a
shareholder who is also a Crestar employee, your vote is very important. I
URGE YOU TO REVIEW THE PROXY MATERIALS CAREFULLY AND VOTE PROMPTLY, THEREBY
HELPING AVOID THE NEED FOR COSTLY FOLLOW-UP COMMUNICATION.
After careful consideration, Crestar's Board and Management strongly
believe this transaction is in the best interests of our shareholders, as
well as our customers, the communities we serve and, importantly, the vast
majority of our employees.
Because this merger is so critical to our future, I am writing to all
shareholders to highlight some of the reasons we recommend a vote in favor
of the transaction.
o COMPETITIVE POSITIONING: The combination of Crestar and SunTrust will
result in the 10th largest bank holding company in the United States,
based on assets of $87 billion. With nearly 1,100 branches in six
states and the District of Columbia, the Company will serve more than
3.3 million customers and enjoy a leading position in some of the
nation's most attractive banking markets. In short, the combined
institution will have the size, scope and positioning necessary to
compete effectively in the consolidating and changing U.S. financial
services industry.
o FINANCIAL PROSPECTS: The merger brings together two institutions with
solid individual track records of strong financial performance.
Looking ahead, the earnings power of the combined organization can be
expected to be greater than that of either of its two component
institutions. That's because the merger should generate enhanced
revenues attributable to sales of each partners' products and services
to a broader customer base. In addition, operating efficiencies will
be derived over time from combining or consolidating certain
functions.
o STOCK POTENTIAL: In recent years, SunTrust stock has performed better
than a number of recognized national bank stock indexes. While the
price of SunTrust stock today is lower than its all-time high on the
day before our merger announcement on July 20, it is important to note
that bank stock indexes have also declined since then as part of this
summer's stock market downturn. Looking ahead, we hope and expect
that as the financial benefits of the SunTrust-Crestar merger begin to
be realized, they will be reflected in the value of SunTrust shares.
o DIVIDEND: As noted in the proxy materials, after the merger SunTrust
senior management intends to recommend to the SunTrust Board, which
will include four current Crestar directors, that the annual dividend
on SunTrust common stock be increased to $1.38 per share, effective as
of the first quarterly dividend date to occur after the merger.
Assuming its approval, this 38% increase would bring the post-merger
SunTrust dividend rate to a level equivalent to Crestar's current
dividend rate.
o EMPLOYEE AND COMMUNITY IMPACT: As a wholly owned subsidiary of
SunTrust Banks, Inc., following the merger Crestar will continue to
operate under its current management, serving its current markets.
Our commitment to the communities in which we operate will be
unchanged. Since there is no geographic overlap between SunTrust's
and Crestar's franchises, there will be no branch closings as a result
of the merger, nor any job eliminations in other customer contact
areas. In general, merger-related job losses at Crestar will be
minimal - and certainly much less than in other recent mergers in
Crestar's market. In fact, being part of a much larger enterprise
will mean enhanced career opportunities for many employees.
As noted above, your vote is very important. If you have not yet returned
your proxy card or voted by telephone, please do so as soon as possible.
Voting instructions are included in the proxy materials.
Please note that if you hold Crestar shares in more than one account - in
our Thrift and Profit Sharing Plan, for example, as well as in a brokerage
account you will receive proxies (and versions of this letter) for each
account. It is important that you vote each proxy separately.
Thank you for your continued support.
Sincerely,
/s/ Richard G. Tilghman
