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
[ ] Definitive additional materials
[x ] 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.:
(3) Filing party:
(4) Date filed:
[SunTrust Logo] [Crestar Logo]
____________________________________________________________________
November 13, 1998
Merger Update
SUNTRUST-CRESTAR MERGER MOVES INTO HOME STRETCH
Special Shareholders' Meetings Set for Dec. 23; Proxy Materials Out Next
Week; Closing Seen By Year-End
Separate meetings of SunTrust Banks Inc. and Crestar Financial Corporation
shareholders to vote on the SunTrust-Crestar merger will be held in Atlanta
and Richmond on Wednesday, December 23, 1998. Upon expected shareholder
approval, the merger will close, as originally envisioned, by year-end.
The meeting date is included in special merger-related proxy materials to
be mailed early next week to all shareholders of both corporations.
Employee and retiree shareholders are, of course, included. The mailing
follows the satisfactory completion of discussions between SunTrust and the
staff of the Securities and Exchange Commission (SEC) on SunTrust
accounting issues unrelated to the merger.
The proxy materials contain comprehensive information about all aspects of
the merger transaction. Included are complete instructions for shareholder
voting by mail (and, for Crestar shareholders, also by telephone the
preferred method).
To avoid the need for costly follow-up phone calls or mailings, EMPLOYEES
AND RETIREES ARE ENCOURAGED TO REVIEW THE PROXY MATERIALS AND VOTE
PROMPTLY. Shareholders who hold stock in multiple accounts (in a company
Profit Sharing plan as well as an outside brokerage account, for example)
will receive separate proxies for each account; it is important that each
be voted separately.
As noted in the proxy materials, the Boards and Managements of both
SunTrust and Crestar strongly believe this merger is in the best interests
of shareholders of both corporations and therefore recommend voting in
favor of the transaction.
Among the highlights of the merger:
o The combined organization will enjoy an enhanced competitive position
in a consolidating and changing financial services industry. It will
be the 10th largest bank holding company in the United States with
leading market positions in some of the nation's most attractive
banking markets.
o The merger brings together two successful institutions, each with a
solid track record of earnings growth, balance sheet strength and
providing attractive shareholder returns. Looking ahead, the
complementary geographic franchises, product lines and customer bases
of the two organizations provide significant opportunities for
continued growth.
o After the merger, SunTrust senior management intends to recommend to
the SunTrust Board that the annual dividend rate for SunTrust common
stock be increased 38% to $1.38 per share, which is equivalent post-
merger to Crestar's current annual dividend rate.
Elsewhere in the merger process, transition teams and management
representatives from both SunTrust and Crestar are working to finalize
post-merger compensation and benefits programs as well as organizational
structure and other business line issues. Additional communication on
these matters - both broadly and within specific areas of SunTrust or
Crestar as appropriate - will be forthcoming.
