FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CRESTAR FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Virginia 54-0722175
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
919 East Main Street, Post Office Box 26665, Richmond, VA 23261-6665
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Stock Purchase Rights New York Stock Exchange
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: _____________________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
On June 23, 1989, the Board of Directors of Crestar Financial
Corporation, a Virginia corporation (the "Company"), declared a dividend
distribution of one Right for each outstanding share of common stock, par
value $5.00 per share (the "Common Stock"), of the Company to shareholders
of record at the close of business on July 10, 1989 (the "Record Date").
Each Right entitles the registered holder to purchase from the Company one
one-thousandth of a share (a "Unit") of a newly authorized Participating
Cumulative Preferred Stock, Series C, par value $25 per share (the
"Preferred Stock"). Each Unit of Preferred Stock is structured to be the
economic equivalent of one share of Common Stock. Shareholders will
receive one Right per share of Common Stock held of record at the close of
business on the Record Date. The exercise price of the Right will be $115
subject to adjustment (the "Purchase Price").
Rights will also attach to shares of Common Stock issued after
the Record Date but prior to the Distribution Date unless the Board of
Directors determines otherwise at the time of issuance. The description
and terms of the Rights are set forth in a Rights Agreement (the
"Agreement"), dated as of June 23, 1989 between the Company and Mellon
Bank, N.A.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate
certificates evidencing the Rights (the "Rights Certificates") will be
distributed. The Rights will separate from the Common Stock and a
distribution of the Rights Certificates will occur (the "Distribution
Date") upon the earlier of (i) 10 days following a public announcement that
a person or group of affiliated or associated persons (an "Acquiring
Person") has acquired, or obtained the right to acquire, beneficial
ownership of 10% or more of the outstanding shares of Common Stock (the
"Stock Acquisition Date"), or (ii) 10 business days following the
commencement of a tender offer or exchange offer that would result in a
person or group beneficially owning 10% or more of such outstanding shares
of Common Stock. Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be transferred with
only with such common Stock certificates, (ii) new Common Stock
certificates issued after the Record Date will contain a notation
incorporating the Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Stock outstanding will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificates.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on June 23, 1999, unless earlier
redeemed by the Company as described below. As soon as practicable after
the Distribution Date, Rights Certificates will be mailed to holders of
record of the Common Stock as of the close of business on the Distribution
Date, and thereafter such separate Rights Certificates alone will represent
the Rights.
Rights may not be transferred, directly or indirectly, (i) to any
person who is, or as a result of such transfer would be, the beneficial
owner of 10% or more of the Rights, or (ii) to any Affiliate or Associate
of any such Person. Any purported or attempted transfer of a Right in
violation of this provision shall be without effect and any Right that has
been the subject of any such purported or attempted transfer shall be
deemed to be held beneficially by the Person who attempted to make such
purported or attempted transfer.
While each Right will initially provide for the acquisition of
one Unit of Preferred Stock at the Purchase Price, the Agreement provides
that if (i) an Acquiring Person purchases 30% or more of the outstanding
Common Stock, or (ii) at any time following the Distribution Date, the
Company is the surviving corporation in a merger with an Acquiring Person
and its Common Stock is not changed or exchanged, or (iii) an Acquiring
Person effects a statutory share exchange with the Company after which the
Company is not a subsidiary of any Acquiring Person, each holder of a Right
(except as set forth below) will thereafter have the right to receive, upon
exercise and payment of the Purchase Price, Preferred Stock or Common Stock
at the option of the Company (or, in certain circumstances, cash, property
or other securities of the Company ) having a value equal to twice the
amount of the Purchase Price.
In the event that, at any time following the Stock Acquisition
Date, (i) the Company is acquired in a merger, statutory share exchange, or
other business combination in which the Company is not the surviving
corporation (other than a transaction described in the preceding
paragraph), or (ii) 50% or more of the Company's assets or earning power is
sold or transferred, each holder of a Right (except as set forth below)
shall thereafter have the right to receive, upon exercise and payment of
the Purchase Price, common stock of the acquiring company having a value
equal to twice the Purchase Price. The events set forth in this paragraph
and in the preceding paragraph are referred to as the "Triggering Events."
At any time after any person becomes an Acquiring Person, the
Company may exchange all or part of the Rights (except as set forth below)
for shares of Common Stock (an "Exchange") at an exchange ratio of one
share per Right, as appropriately adjusted to reflect any stock split
transaction.
Upon the occurrence of a Triggering Event that entitles Rights
holders to purchase securities or assets of the Company, Rights that are or
were owned by the Acquiring Person that is a party to such Triggering Event
or any affiliate or associate of an Acquiring Person on or after such
Acquiring Person's Stock Acquisition Date (other than Rights originally
issued to such persons pursuant to the initial dividend distribution), to
the extent permitted by applicable law, shall be null and void and shall
not thereafter be exercised by any Person (including subsequent
transferees). Upon the occurrence of a triggering Event that entitles
Rights holders to purchase common stock of a third party, or upon the
authorization of an Exchange, Rights that are or were owned by any
Acquiring Person or any affiliate or associate of any Acquiring Person on
or after such Acquiring Person's Stock Acquisition Date (other than Rights
originally issued to such persons pursuant to the dividend distribution),
to the extent permitted by applicable law, shall be null and void and shall
not thereafter be exercised by any person (including subsequent
transferees).
The Purchase Price payable, and the number of shares of Preferred
Stock, Common Stock or other securities or property issuable, upon exercise
of the Rights are subject to adjustments from time to time to prevent
dilution.
At any time until 10 days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of
$.01 per Right (the "Redemption Price"). Under certain circumstances set
forth in the Agreement, the decision to redeem shall require the
concurrence of a majority of the Continuing Directors, as defined below.
After the redemption period has expired, the Company's right of redemption
may be reinstated if (i) an Acquiring Person reduces his beneficial
ownership to less than 10% of the outstanding shares of Common Stock in a
transaction or series of transactions not involving the Company, or (ii)
there is a merger or other business combination involving the Company in
which all holders of Common Stock are treated alike and which does not
involve an Acquiring Person. Immediately upon the action of the Board of
Directors of the Company ordering redemption of the Rights, with, where
required, the concurrence of the Continuing Directors, the Rights will
terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
The term "Continuing Directors" means any member of the Board of
Directors of the Company who was a member of the Board prior to the date of
the Agreement, and any person who is subsequently elected to the Board if
such person is recommended or approved by a majority of the Continuing
Directors, but does not include an Acquiring Person, or any representative
of the foregoing entities.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to shareholders or to the
Company, shareholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for
Preferred Stock (or other consideration) of the Company or for common stock
of the acquiring company as set forth above.
Other than those provisions relating to the principal economic
terms of the Rights, any of the provisions of the Agreement may be amended
by the Board of Directors of the Company prior to the Distribution Date.
After the Distribution Date, the provisions of the Agreement may be amended
by the Board (in certain circumstances, with the concurrence of the
Continuing Directors) in order to cure any ambiguity, to make changes that
do not adversely affect the interests of holders of Rights (excluding the
interests of any Acquiring Person), or to shorten or lengthen any time
period under the Agreement; provided, however, no amendment to adjust the
time period governing redemption may be made at such time as the Rights are
not redeemable.
The Rights may have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that acquires more
than 10 % of the outstanding shares of Common Stock of the Company if a
Triggering Event thereafter occurs without the Rights having been redeemed
or in the event of an Exchange. However, the Rights should not interfere
with any merger or other business combination approved by the Board of
Directors and the shareholders because the Rights are redeemable under
certain circumstances.
On July 20, 1998, the Company, SunTrust Banks, Inc. ("SunTrust"),
and SMR Corporation (VA) ("Sub") executed an Agreement and Plan of Merger
(the "Merger Agreement") providing for, among other things, the merger of
Sub with and into the Company. In connection with the execution of the
Merger Agreement, the Company executed an amendment (the "Amendment") to
the Agreement in order to (x) amend the definition of "Acquiring Person"
set forth in the Agreement to provide that neither SunTrust nor any
affiliated or associated party (collectively with SunTrust, the "SunTrust
Parties") will be deemed to be an Acquiring Person by virtue of the fact
that SunTrust is the Beneficial Owner (as defined in the Agreement) solely
of Shares of Common Stock (i) of which any SunTrust Party is or becomes the
Beneficial Owner by reason of the approval, execution or delivery of the
Merger Agreement or the Stock Option Agreement, dated July 20, 1998,
between the Company, as issuer, and SunTrust, as grantee (the "Stock Option
Agreement"), or by reason of the consummation of any transaction
contemplated in the Merger Agreement and/or the Stock Option Agreement,
(ii) of which any SunTrust Party is the Beneficial Owner on July 20, 1998,
(iii) acquired in satisfaction of a debt contracted prior to July 20, 1998,
in good faith, (iv) held by any SunTrust Party in a bona fide fiduciary or
depository capacity or (v) owned in the ordinary course of business by
either (A) an investment company registered under the Investment Company
Act of 1940, as amended, or (B) an investment account, for either of which
any SunTrust Party acts as investment advisor and (y) to provide that at
the Effective Time (as defined in the Merger Agreement) the Rights shall be
extinguished with no additional consideration being paid on account
thereof.
A copy of the Amendment is filed as Exhibit 2 to this
Registration Statement and is incorporated herein by reference.
Item 2. Exhibits.
1. Rights Agreement, dated as of June 23, 1989, between the Company and
Mellon Bank, N.A., as Rights Agent, which includes as Exhibit B thereto the
form of Rights Certificate (incorporated by reference to the Registrant's
Registration Statement on Form 8-A dated June 26, 1989). Pursuant to the
Rights Agreement, Rights Certificates will not be mailed until as soon as
practicable after the earlier of (i) the tenth day following a public
announcement that an Acquiring Person has acquired, or obtained the right
to acquire, beneficial ownership of 10% or more of the outstanding shares
of Common Stock of the Company, or (ii) the tenth business day after the
commencement of a tender or exchange offer that would result in a person
or group beneficially owing 10% or more of such outstanding shares of
Common Stock
2. Amendment No. 1, dated as of July 20, 1998, to the Rights Agreement,
dated June 26, 1989, by and between Crestar Financial Corporation and
Mellon Bank, N.A., as Rights Agent
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
CRESTAR FINANCIAL CORPORATION
By: /s/ John C. Clark, III
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Name: John C. Clark, III
Title: Corporate Senior Vice President
and General Counsel
Dated: July 24, 1998
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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1 Rights Agreement, dated as of June 23, 1989 between
Crestar Financial Corporation and Mellon Bank, N.A.,
as Rights Agent which includes as Exhibit B thereto the
form of Rights Certificate (incorporated by reference to the
Registrant's Registration Statement on Form 8-A dated
June 26, 1989)
2 Amendment No. 1, dated as of July 20, 1998, to the Rights
Agreement, dated June 26, 1989, by and between Crestar
Financial Corporation and Mellon Bank, N.A., as Rights
Agent
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1, dated as of July 20, 1998 (this "Amendment"), to
the Rights Agreement, dated as of June 23, 1989 (the "Rights Agreement"),
between Crestar Financial Corporation, a Virginia corporation (the
"Company"), and Mellon Bank, N.A., as rights agent (the "Rights Agent").
WITNESSETH
WHEREAS, the Company and the Rights Agent have previously entered
into the Rights Agreement; and
WHEREAS, no Distribution Date (as defined in Section 1(h) of the
Rights Agreement) has occurred as of the date of this Amendment; and
WHEREAS, Section 27 of the Rights Agreement provides that the
Company may from time to time supplement or amend the Rights Agreement in
accordance with the terms of Section 27; and
WHEREAS, the Company, SunTrust Banks, Inc., a Georgia corporation
("Parent"), and SMR Corporation, a Virginia corporation ("Merger Sub") have
entered into an Agreement and Plan of Merger, dated as of July 20, 1998
(the "Merger Agreement"), pursuant to which Merger Sub will merge (the
"Merger") with and into the Company with the Company as the surviving
corporation in the Merger; and
WHEREAS, in connection with the Merger Agreement, the Company and
Parent have entered into a Stock Option Agreement, dated as of July 20,
1998 (the "Option Agreement"), pursuant to which the Company has granted to
Parent an option to purchase certain shares of the Company's Common Stock
under certain circumstances and upon certain terms and conditions; and
WHEREAS, the Board of Directors has determined that the
transactions contemplated by the Merger Agreement are in the best interests
of the Company and its stockholders; and
WHEREAS, the Board of Directors has determined that it is
advisable and in the best interest of the Company and its stockholders to
amend the Rights Agreement to exempt the Merger Agreement, the Option
Agreement and the transactions contemplated thereby (including, without
limitation, the option granted pursuant to the Option Agreement) from the
application of the Rights Agreement; and
WHEREAS, the Board of Directors of the Company has approved and
adopted this Amendment and directed that the proper officers take all
appropriate steps to execute and put into effect this Amendment.
NOW, THEREFORE, the Company hereby amends the Rights Agreement as
follows:
1. Section 1(a) of the Rights Agreement is hereby amended by
inserting the following proviso at the end thereof;
"; provided, however, that, until the termination of
both the Merger Agreement and the Stock Option
Agreement (each as defined below) in accordance with
their respective terms, neither SunTrust Banks, Inc., a
Georgia corporation ("Acquiror"), nor any Affiliate or
Associate of Acquiror (collectively with Acquiror, the
"Acquiror Parties") shall be deemed to be an Acquiring
Person by virtue of the fact that Acquiror is the
Beneficial Owner solely of shares of Common Stock (i)
of which any Acquiror Party is or becomes the
Beneficial Owner by reason of the approval, execution
or delivery of the Agreement and Plan of Merger, dated
as of July 20, 1998, by and among the Company, Acquiror
and SMR Corporation, a Virginia corporation, as may be
amended from time to time (the "Merger Agreement"), or
the Stock Option Agreement, dated as of July 20, 1998,
between the Company, as issuer, and Acquiror, as
grantee, as may be amended from time to time (the
"Stock Option Agreement"), or by reason of the
consummation of any transaction contemplated in the
Merger Agreement, the Stock Option Agreement or both,
(ii) of which any Acquiror Party is the Beneficial
Owner on the date hereof, (iii) acquired in
satisfaction of debts contracted prior to the date
hereof by any Acquiror Party in good faith in the
ordinary course of such Acquiror Party's banking
business, (iv) held by any Acquiror Party in a bona
fide fiduciary or depository capacity, or (v) owned in
the ordinary course of business by either (A) an
investment company registered under the Investment
Company Act of 1940, as amended, or (B) an investment
account, in either case for which any Acquiror Party
acts as investment advisor."
2. Section 13 of the Rights Agreement is hereby amended to add
the following subsection (d) at the end thereof:
"Notwithstanding any other provision of this Agreement, at the
Effective Time (as defined in the Merger Agreement), the Common
Stock will be converted into the consideration provided for in
the Merger Agreement, and all Rights attached thereto shall
simultaneously be extinguished with no additional consideration
being paid on account thereof."
3. Section 15 of the Rights Agreement is hereby modified and
amended to add the following sentence at the end thereof:
"Nothing in this Agreement shall be construed to give any holder
of Rights or any other Person any legal or equitable rights,
remedies or claims under this Agreement in connection with any
transactions contemplated by the Merger Agreement or the Stock
Option Agreement."
4. This Amendment shall be deemed to be in force and effective
immediately prior to the execution and delivery of the Merger Agreement.
Except as amended hereby, the Rights Agreement shall remain in full force
and effect and shall be otherwise unaffected hereby.
5. Capitalized terms used in this Amendment and not defined
herein shall have the meanings assigned thereto in the Rights Agreement.
6. This Amendment may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and
the same instrument.
7. In all respects not inconsistent with the terms and
provisions of this Amendment, the Rights Agreement is hereby ratified,
adopted, approved and confirmed. In executing and delivering this
Amendment, the Rights Agent shall be entitled to all the privileges and
immunities afforded to the Rights Agent under the terms and conditions of
the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed and attested as of the day and year first above
written.
ATTEST: CRESTAR FINANCIAL
CORPORATION
By: /s/ John C. Clark, III By: /s/ James D. Barr
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Name: John C. Clark, III Name: James D. Barr
Title: Corporate Senior Vice Title: Group Executive Vice
President, General President, Controller
Counsel & Assistant & Treasurer
Corporate Secretary
ATTEST: MELLON BANK, N.A.
By: /s/ Jack Livingston By: /s/ Marilyn Spisak
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Name: Jack Livingston Name: Marilyn Spisak
Title: As Agent Title: As Agent
