As filed with the Securities and Exchange Commission on June 3, 1998
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------------
CRESTAR FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
VIRGINIA 54-0722175
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
919 East Main Street
Richmond, Virginia 23219
(804) 782-5000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Linda F. Rigsby
Senior Vice President and Corporate Secretary
Crestar Financial Corporation
919 East Main Street
Richmond, Virginia 23219
(804) 782-7738
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Lathan M. Ewers, Jr.
Hunton & Williams
951 East Byrd Street
Richmond, Virginia 23219-4074
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement in light of market
conditions and other factors.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.[ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.[X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434 under
the Securities Act, please check the following box.[ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Each Class of Aggregate Amount Offering Price Per Aggregate Offering Amount of
Securities to be Registered to be Registered Unit Price(1) Registration Fee
- --------------------------------------------------------------------------------------------------------------------
Common Stock, $5 par value, per share 124,298 $57.4375 $7,140,000 $2,107
- --------------------------------------------------------------------------------------------------------------------
Preferred Share Purchase Rights(2) 62,149 rights N/A N/A N/A
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This amount was calculated pursuant to Rule 457(c) on the basis of $57.4375
per share, which was the average of the high and low prices of the Common
Stock as reported on the New York Stock Exchange on June 1, 1998.
(2) The Rights to purchase Participating Cumulative Preferred Stock, Series C
will be attached to and will trade with shares of the Common Stock of the
Company.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
RED HERRING:
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION. A REGISTRATION STATEMENT
RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED
PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS
SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JUNE 3, 1998
Prospectus
Crestar Financial Corporation
------
124,298 Shares of Common Stock
------------
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, 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 __, 1998 was $______
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.
------------
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.
------------
The date of this Prospectus is June ___, 1998.
<PAGE>
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS.................................................3
THE COMPANY................................................................4
SELLING STOCKHOLDER........................................................4
PLAN OF DISTRIBUTION.......................................................4
AVAILABLE INFORMATION......................................................5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................6
LEGAL OPINION..............................................................6
EXPERTS....................................................................6
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.
3
<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
------------------------- ---------------------
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
4
<PAGE>
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 OPINION
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.
6
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses in connection with the offering are as follows:
Securities and Exchange Commission registration fee..... $ 2,107
Accounting fees and expenses............................ 2,500
Legal fees and expenses................................. 2,500
------
TOTAL.......................................... $7,107
Item 15. Indemnification of Officers and Directors
The Company's Restated Articles of Incorporation implement the
provisions of the Virginia Stock Corporation Act, which provide for the
indemnification of the Company's directors and officers in a variety of
circumstances, which may include indemnification for liabilities under the
Securities Act. Under sections 13.1-697 and 13.1-702 of the Virginia Stock
Corporation Act, a Virginia corporation generally is authorized to indemnify its
directors and officers in civil or criminal actions if they acted in good faith
and believed their conduct to be in the best interests of the corporation and,
in the case of criminal actions, had no reasonable cause to believe that the
conduct was unlawful. The Company's Restated Articles of Incorporation require
indemnification of directors and officers with respect to certain liabilities,
expenses and other amounts imposed upon them by reason of having been a director
or officer, except in the case of willful misconduct or a knowing violation of
criminal law. The Company also carries insurance on behalf of directors,
officers, employees or agents that may cover liabilities under the Securities
Act. In addition, the Virginia Stock Corporation Act and the Company's Restated
Articles of Incorporation eliminate the liability of a director or officer of
the Company in a shareholder or derivative proceeding. This elimination of
liability will not apply in the event of willful misconduct or a knowing
violation of the criminal law or any federal or state securities law. Sections
13.1-692.1 and 13.1-696 to -704 of the Virginia Stock Corporation Act are hereby
incorporated herein by reference.
Item 16. Exhibits
5 Opinion of Hunton & Williams.
23.1 Consent of Hunton & Williams (included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Deloitte & Touche LLP.
24 Power of Attorney (located on the signature page of this
Registration Statement).
II-1
<PAGE>
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
registration statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. (Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement); and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that the undertakings set forth in subparagraphs
(i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this registration
statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned registrant further hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
II-2
<PAGE>
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Richmond, Commonwealth of Virginia, on the 3rd day of
June, 1998.
CRESTAR FINANCIAL CORPORATION
(Registrant)
By: /s/ Richard G. Tilghman
------------------------------
Richard G. Tilghman
Chairman, Chief Executive Officer
and Director
(Principal Executive Officer)
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Linda
F. Rigsby, Lathan M. Ewers, Jr. and David M. Carter, and each of them severally,
as his true and lawful attorney-in-fact, for him and in his name, place and
stead, to sign any and all amendments (including post-effective amendments) to
this Registration Statement, to sign any Registration Statements filed pursuant
to Rule 462(b) of the Securities Act of 1933, and to cause the same to be filed
with the Securities and Exchange Commission, hereby granting to said
attorneys-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite or desirable to be done in and about the premises
as fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all acts and things that said
attorneys-in-fact may do or cause to be done by virtue of these presents.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on the 3rd day of June, 1998 by the
following persons in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Richard G. Tilghman Chairman, Chief Executive Officer and Director
- --------------------------------- (Principal Executive Officer)
Richard G. Tilghman
/s/ James M. Wells, III President, Chief Operating Officer and Director
- ---------------------------------
James M. Wells, III
/s/ Richard F. Katchuk Corporate Executive Vice President and Chief
- --------------------------------- Financial Officer
Richard F. Katchuk (Principal Financial Officer)
/s/ James D. Barr Group Executive Vice President, Controller and
- --------------------------------- Treasurer
James D. Barr (Principal Accounting Officer)
II-4
<PAGE>
/s/ J. Carter Fox Director
- ---------------------------------
J. Carter Fox
/s/ Charles R. Longsworth Director
- ---------------------------------
Charles R. Longsworth
/s/ Patrick J. Maher Director
- ---------------------------------
Patrick J. Maher
Director
- ---------------------------------
Frank E. McCarthy
/s/ Paul D. Miller Director
- ---------------------------------
Paul D. Miller
Director
- ---------------------------------
G. Gilmer Minor, III
/s/ Gordon F. Rainey, Jr. Director
- ---------------------------------
Gordon F. Rainey, Jr.
/s/ Frank S. Royal, M.D. Director
- ---------------------------------
Frank S. Royal, M.D.
Director
- ---------------------------------
Alfred H. Smith, Jr.
Director
- ---------------------------------
Jeffrey R. Springer
/s/ Eugene P. Trani Director
- ---------------------------------
Eugene P. Trani
Director
- ---------------------------------
L. Dudley Walker
Director
- ---------------------------------
Robert C. Wilburn
/s/ Karen Hastie Williams Director
- ---------------------------------
Karen Hastie Williams
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------ -------
5 Opinion of Hunton & Williams
23.1 Consent of Hunton & Williams (included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Deloitte & Touche, LLP
24 Power of Attorney (located on the signature page of this
Registration Statement).
II-6
EXHIBIT 5
HUNTON & WILLIAMS
951 EAST MAIN STREET
RICHMOND, VA 23219
804/788-8200
June 3, 1998
Board of Directors
Crestar Financial Corporation
919 East Main Street
Richmond, Virginia 23219
Crestar Financial Corporation/
Registration Statement on Form S-3
Ladies and Gentlemen:
We are acting as counsel for Crestar Financial Corporation (the
"Company") in connection with the registration under the Securities Act of 1933
of 124,298 shares of its Common Stock (the "Common Stock"). The transaction in
which the Common Stock was issued is described in the Company's Registration
Statement on Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission"). In connection with the filing of the
Registration Statement, you have requested our opinion concerning certain
corporate matters.
We are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the Commonwealth of
Virginia.
2. The Common Stock is duly authorized, legally issued, fully paid
and nonassessable.
We consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the references to us in the
Prospectus included therein. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
Securities Act of 1933 or the rules and regulations promulgated thereunder by
the Securities and Exchange Commission.
Very truly yours,
/s/ Hunton & Williams
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Experts" in
the Registration Statement and related Prospectus of Crestar Financial
Corporation for the registration of 124,298 shares of its common stock and to
the incorporation by reference therein of our report dated January 14, 1998,
with respect to the consolidated financial statements of Crestar Financial
Corporation incorporated by reference in its Annual Report (Form 10-K) for the
year ended December 31, 1997, filed with the Securities and Exchange Commission.
Our report refers to our reliance on another auditors' report with respect to
amounts related to Citizens Bancorp included in the aforementioned consolidated
financial statements.
Richmond, Virginia KPMG Peat Marwick LLP
June 3, 1998
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Crestar Financial Corporation on Form S-3 of our report dated
January 16, 1997 on Citizens Bancorp as of and for the year ended December 31,
1996, which is incorporated by reference in the Annual Report on Form 10-K of
Crestar Financial Corporation for the year ended December 31, 1997.
Deloitte & Touche LLP
Richmond, Virginia
June 3, 1998
