As filed with the Securities and Exchange Commission on June 10, 1998
Registration No. 333-55899
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
AMENDMENT NO. 1 to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CRESTAR FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
VIRGINIA 54-0722175
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
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
(804) 788-8269
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>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------------------------------------------
<S> <C>
Common Stock, $5 par value, per 124,298 $57.4375 $7,140,000 $2,107
share
- --------------------------------------------------------------------------------------------------------------------
Preferred Share Purchase Rights(2) 62,149 rights N/A N/A N/A
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</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.
Introductory Note
This Amendment No. 1 is being filed to correct the consent of
independent auditors filed as Exhibit 23.2.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
23.2 Consent of KPMG Peat Marwick LLP.
<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 amendment to
the registration statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on
the 10th 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
amendment to the registration statement has been signed below on the 10th 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 (Principal Accounting Officer)
James D. Barr
/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>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Page
- ------- -------
23.2 Consent of KPMG Peat Marwick LLP. II-5
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
To Board of Directors
Crestar Financial Corporation
We consent to the use of our report included in Crestar Financial
Corporation's Annual Report on Form 10-K for the year ended December 31, 1997
incorporated herein by reference and to the reference to our firm under the
heading "Experts" in the Prospectus. 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
