As filed with the Securities and Exchange Commission on July 29, 1994
Registration Statement No. 33--
Securities and Exchange Commission
Washington, D.C. 20549
___________________________________
Form S-3
Registration Statement
Under
The Securities Act of 1933
___________________________________
Signet Banking Corporation
(Exact Name of Registrant As Specified In Charter)
Virginia 54-6037910
(State Or Other Jurisdiction Of Incorporation (I.R.S. Employer
Or Organization) Identification No.)
Andrew T. Moore, Jr.
Senior Vice President &
Corporate Secretary
Signet Banking Corporation
P. O. Box 25970 P. O. Box 25970
7 North Eighth Street 7 North Eighth Street
Richmond, Virginia 23260 Richmond, Virginia 23260
(804) 747-2000 (804) 771-7177
(Address, Including Zip Code, (Name, Address, Including
and Telephone Number, Zip Code, and Telephone Number,
Including Area Code, of Registrant's Including Area Code, of Agent
Principal Executive Offices) for Service)
__________________________________
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of the Registration Statement
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: (x)
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 connections with dividend or
reinvestment plans, check the following box: ( )
Calculation of Registration Fee
Proposed Proposed
Title Of Each Maximum Maximum
class of Amount Offering Aggregate Amount Of
Securities To Be To Be Price Per Offering Registration
Registered Registered Unit Price Fee
Common Stock 1,000,000 shares $39.6875(1) $39,687,500(1) $13,686.00
Rights to
Purchase Series
A Junior
Participating
Preferred Stock,
$20.00 par
value (2) 1,000,000 rights N/A N/A $100.00
(1) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c), on the basis of the average of the high and low
prices of the registrant's Common Stock on the New York Stock Exchange
composite tape on July 27, 1994.
(2) The Rights to purchase Series A Junior Participating Preferred Stock
will be attached to and will trade with shares of the Common Stock of
the Registrant. Value attributable to such Rights, if any, will be
reflected in the market price of the shares of Common Stock of the
Registrant. The fee paid represents the minimum statutory fee pursuant
to Section 6(b) of the Securities Act of 1933.
Pursuant to Rule 429 of the General Rules and Regulations under the
Securities Act of 1933, as amended, the Prospectus contained in this
Registration Statement also covers 44,087 shares of Common Stock previously
registered under Registration No. 33-21963.
<PAGE>
P R O S P E C T U S
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SIGNET BANKING CORPORATION
DIVIDEND REINVESTMENT AND INVESTOR STOCK PURCHASE PLAN
________________
Signet Banking Corporation (the "Company"), 7 North Eighth Street, P.O.
Box 25970, Richmond, Virginia 23260 (telephone number (804) 747-2000) hereby
offers to holders of shares of its common stock, $5 par value (the "Common
Stock"), the opportunity to participate in the Dividend Reinvestment and
Investor Stock Purchase Plan (the "Plan"). The Plan enables participants to
purchase, through reinvestment of dividends, or by additional cash payments,
additional shares of Common Stock on the terms, subject to the conditions and at
the prices herein stated.
Dividends reinvested will be applied to the purchase of shares of Common
Stock at 95% of market value at the time of purchase. Participants may make
additional optional cash contributions of not more than $10,000 per month; such
contributions will be applied to the purchase of shares at 100% of market value.
No brokerage commissions, fees or service charges will be paid by participants
for purchases made under the Plan.
SHAREHOLDERS WHO NOW PARTICIPATE IN THE PLAN WILL CONTINUE TO
PARTICIPATE WITHOUT EXECUTING A NEW ENROLLMENT CARD. ONLY NEW PARTICIPANTS NEED
SIGN AN ENROLLMENT CARD.
1,044,087 unissued shares of the Company's Common Stock are offered by
this Prospectus. Please retain this Prospectus for future reference.
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 July 29, 1994
<PAGE>
REGISTRATION STATEMENT
The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C., a Registration Statement (herein with all
amendments thereto, called the "Registration Statement") under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to the securities
offered hereby. This Prospectus omits certain information contained in the
Registration Statement. Such information may be obtained from the Commission's
principal office in Washington, D.C., upon payment of the fee prescribed by the
rules and regulations of the Commission, or may be examined there without
charge.
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
Commission concerning the Company and the securities offered hereby.
Such reports, proxy statements and other information, including other
information in the Registration Statement of which this Prospectus is a
part, may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549; and at the Commission's Regional Offices located at Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511 and 7 World Trade Center, New York New York 10048. Copies of
such material may be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Common Stock is listed on the New York Stock
Exchange and terial may also be inspected at the offices of that
Exchange, 20 Broad Street, New York, New York 10005.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed with the Commission are incorporated
herein by reference:
(a) The Company's latest annual report on Form 10-K filed
pursuant to Section 13 or 15(d) of the Exchange Act or the
latest prospectus filed pursuant to Rule 424(b) or (c) under
the Securities Act which contains, either directly or by
incorporation by reference, certified financial statements
for the Company's latest fiscal year for which such
statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the annual report or the prospectus referred to in
(a) above.
(c) The Company's definitive proxy statement filed
pursuant to Section 14 of the Exchange Act in connection with
the latest annual meeting of its shareholders, and any
definitive proxy statements so filed in connection with any
subsequent special meetings of its shareholders.
(d) The description of the class of securities to be
offered which is contained in a registration statement filed
under Section 12 of the Exchange Act, including any amendment
or report filed for the purchase of updating such
description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13, 14 or 15(d) of the Exchange Act, prior to the
termination of the offering, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
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 also is or is deemed to be
incorporated by reference herein modifies or supersedes such 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.
The Company will provide, without charge, to each person to whom a copy
of 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 oral requests
should be directed to the Corporate Secretary of the Company, 7 North Eighth
Street, P.O. Box 25970, Richmond, Virginia 23260 (telephone number (804)
771-7177).
DESCRIPTION OF THE PLAN
The following question-and-answer statement explains the terms and
conditions of the Plan.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide shareholders of the Company with a
simple and convenient method of investing in shares of Common Stock without the
expense of brokerage commissions, service charges or other fees. Since shares
will be purchased directly from the Company, the Plan will provide the Company
with additional capital funds.
Administration
2. Who will administer the Plan?
The Plan will be administered by Mellon Bank, N.A. (the
"Administrator"). The Administrator acts as agent for participants,
keeps records of participants' accounts, sends regular statements of
account to participants, and performs other duties relating to the Plan.
Correspondence with the Administrator should be sent to: Mellon Bank,
N.A. Shareholders Investment Service P. O. Box 750 Pittsburgh,
Pennsylvania 15230 (800) 451-7392
Participation
3. Who is eligible to participate?
Holders of record of shares of Common Stock are eligible to
participate in the Plan.
4. By what methods may eligible securities holders participate?
Eligible participants may purchase Common Stock through the
following options:
(1) Automatic reinvestment of Common Stock dividends on all
shares registered in the participant's name; and
(2) Optional cash investments of not less than $10 per
payment or more than $10,000 per month; optional cash
investments may be made regardless of whether dividends
are automatically reinvested.
Regardless of the investment option selected, cash dividends on shares
purchased through the Plan and retained in the participant's account will be
reinvested automatically.
5. Is partial participation possible under the Plan?
Partial dividend reinvestment is not permitted, except where and to the
extent that total reinvestment is prohibited by law or governmental order.
Except in such cases, automatic reinvestment of dividends must be elected for
all shares registered in a participant's name.
Purchases
6. What is the price of shares purchased under the Plan?
The price of Common Stock purchased with dividends will be 95% of the
average market price of the Common Stock. Average market price will be the
average of the high and low sales prices of the stock reported as New York Stock
Exchange-Composite Transactions on the purchase date. In the absence of trading
on that date, the average of the high and low sales prices of the stock on the
next preceding day on which there was trading will be used. The price of shares
purchased with optional cash investments will be 100% of the average market
price.
7. How many shares will be purchased for participants?
Each participant's account will be credited with the number of shares,
including fractional shares computed to four decimal places, equal to the amount
invested divided by the purchase price of the Common Stock.
8. When will purchases be made?
Purchases will be made on the first and fifteenth day of each month,
unless such day is a Saturday, Sunday or holiday, in which case purchases will
be made on the next business day following the first or fifteenth day of the
month, as the case may be. In addition, purchases will also be made on the
dates that Common Stock dividends are paid (normally on or about the
twenty-first of the months of February, May, August and November).
Enrollment
9. How do eligible participants enroll in the Plan?
Holders of record of eligible securities may enroll at any time by
signing an enrollment card and returning the card to the Administrator.
Completed enrollment cards, or requests for enrollment cards, should be sent to:
Mellon Bank, N.A. Shareholders Investment Service P. O. Box 750 Pittsburgh,
Pennsylvania 15230 (800) 451-7392
10. What does the enrollment card provide?
The enrollment card directs the Administrator to purchase shares of
Common Stock according to the Plan. On the form, a participant must indicate
the desired method of participation as outlined in Question 4. The enrollment
card must be signed in the same names as the participants' shares are
registered. A sample enrollment card is attached hereto as Exhibit A.
11. When will automatic dividend investments begin?
Shareholders participating through automatic dividend reinvestment may
begin investing with the next regular dividend, if the completed enrollment card
is received by the Administrator at least thirty days prior to the next dividend
payment date.
12. How are optional cash investments made?
A participant may make optional cash investments by sending a check with
an enrollment card to the Administrator. The amounts of optional cash
investments may vary so long as they are at least $10 and not more than $10,000
each month. Optional cash investments must be received by the Administrator no
later than two business days prior to the purchase date (see Question 8) in
order to be invested on the next purchase date.
Participants electing to invest only through optional cash investments
must complete an enrollment card and enclose the card with their check made
payable to Signet Banking Corporation for their initial investment. Thereafter,
optional cash investments may be made by enclosing a check made payable to
Signet Banking Corporation together with either the appropriate form sent to you
with each confirmation statement or the appropriate form sent to you with each
acknowledgment statement.
Certificates
13. Will certificates be issued for shares purchased?
All shares purchased pursuant to the Plan will be held together in the
name of the Administrator or its nominee. Upon written request, the
Administrator will have certificates issued and delivered to a participant for
any full shares credited to the participant's account. Certificates will be
issued only in the same names as those enrolled in the Plan. In no event will
certificates for fractional shares be issued.
Reports
14. What reports will be sent to participants in the Plan?
The Administrator will provide each participant with a confirmation
statement as soon as possible after any purchases have been made for a
participant's account. The confirmation statement will show the total amount
invested, the purchase date, the number of shares purchased, previous purchases
during the year and the share balance in the participant's account. These
confirmations should be retained for the participant's tax records.
In addition to confirmation statements, each participant will receive
acknowledgment statements acknowledging receipt of optional cash investments, as
well as all information and communications sent to shareholders of record.
Taxes
15. What are the federal income tax consequences of participation in the Plan?
Under the current provisions of the Internal Revenue Code of 1986, the
purchase of shares of Common Stock under the Plan will generally result in the
following federal income tax consequences:
(A) In the case of Common Stock purchased with dividends at
a 5% discount, the fair market value of such Common Stock as of
the appropriate purchase date (which includes the participant's
dividend plus the 5% discount) will constitute income taxable to
the participant as a cash dividend.
(B) In the case of Common Stock purchased with optional cash
payments at 100% of the average market price of the Common
Stock, there will be no income taxable to the participant for
such purchase.
(C) In the case of a corporate recipient, a cash dividend
under (A) is eligible for the 70% dividends received deduction.
In the case of individuals, a cash dividend will constitute
gross income to the participant.
(D) A participant's tax basis in Common Stock purchased
under the Plan will be the fair market value of such Common
Stock as of the appropriate purchase date, and the participant's
holding period for such Common Stock will commence on the day
after each such purchase date.
The following example may be helpful to illustrate the federal income
tax consequences of the reinvestment of dividends at a 5% discount:
Dividend reinvested $ 50.00
Assumed fair market value per share $ 30.00
Less 5% discount per share $ -1.50
Net purchase price per share $ 28.50
Number of shares purchased ($50.00 / $28.50) 1.754
Income from transaction ($30.00 x 1.754) $ 52.62
For further information as to the tax consequences of participation in
the Plan, participants should consult their own tax advisor.
Withdrawal
16. How may a participant withdraw from the Plan?
A participant may withdraw from the Plan by sending written notice of
withdrawal to the Administrator. Notice of withdrawal must be received no later
than five business days prior to the next dividend record date in order to
discontinue automatic reinvestment. Dividends on shares credited to the
participant's account will continue to be automatically reinvested until such
shares are removed from the participant's account.
To terminate participation in the Plan, a participant must (1) request
in writing that the Administrator have certificates issued and delivered to him
for all full shares credited to the participant's account or (2) request in
writing that the Administrator sell the participant's full shares, and forward
the proceeds (less the cost of brokerage commissions) to the participant. In
either case, fractional shares credited to the participant's account will be
liquidated and a check for the net proceeds will be mailed to the participant.
17. May optional cash investments be withdrawn?
Optional cash investments may not be withdrawn.
18. What happens if a participant sells or transfers shares of stock or
acquires additional shares of stock?
If a participant has elected to have dividends automatically invested in
the Plan and subsequently sells or transfers all or any part of the securities
registered in the participant's name, automatic investment will continue as long
as there are securities registered in the name of the participant or held for
him by the Administrator or until termination of enrollment. Similarly, if a
participant acquires additional securities registered in the participant's name,
dividends paid on the acquired securities will automatically be invested until
termination of enrollment.
19. How will a participant's shares be voted?
Shares held by the Administrator for each participant will be voted as
the participant directs. A proxy card will be sent to each participant in
connection with any annual or special meeting of shareholders. This proxy will
apply to all whole shares registered in a participant's name, if any, as well as
to all whole and fractional shares credited to a participant's account under the
Plan and, if properly signed, will be voted in accordance with the instructions
given by a participant on the proxy card.
20. What happens if the Company issues a stock dividend or declares a stock
split?
In either event, each participant's account will be credited with the
number of shares issued, based upon the number of full and fractional shares
held in the participant's account under the Plan. Shares issued as a result of
stock dividends or stock splits on shares registered in the name of a
participant will be distributed in the same manner as to shareholders not
participating in the Plan.
21. May the Plan be changed or discontinued?
The Company reserves the right to amend, modify, suspend or terminate
the Plan at any time. Participants will be notified of any modifications made
to the Plan.
USE OF PROCEEDS
The Company does not know the number of shares that will be sold under
the Plan, or the prices thereof, but the Company intends to add the further
proceeds it receives from such sales to its general funds. Such proceeds will
be available for general corporate purposes. The Company is unable to estimate
the amount of the proceeds which will be devoted to any specific purpose.
LEGAL MATTERS
Certain matters in connection with the securities offered hereby are
being passed upon by McGuire, Woods, Battle & Boothe, Richmond, Virginia.
INDEMNIFICATION
The Articles of Incorporation of the Company provide that to the full
extent permitted by thte Virginia Stock Corporation Act and any other applicable
law, the Company shall indemnify a director or officer of the Company who is or
was a party to any proceeding by reason of the fact that he is or was such a
director or officer or is or was serving at the request of the corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.
In addition, the Company maintains a standard policy of officers' and directors'
liability insurance.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
<PAGE>
EXHIBIT A
Enrollment Card Signet Banking Corporation
Dividend Reinvestment and If you wish to participate in
Investor Stock Purchase Plan the Plan, check one or more of the
(See reverse for details) following:
( ) Full Common Stock Dividend
Reinvestment.
( ) Optional Cash Purchases Only.
Check must accompany this card.
A check in the amount of $___________
payable to Signet Banking Corporation is
enclosed. Sign here exactly as name
appears at left Date
X
If shares are held jointly, all holders
must sign Date
Phone number-include area code
Note: This is not a Proxy
Completion and return of this Optional Cash Purchases Only-If you
Enrollment Card authorizes your check this option, a Plan account will
enrollment in the Signet Banking be established to receive your
Corporation Dividend Reinvestment and optional cash payments of not less
Investor Stock Purchase Plan, as you than $10.00 per payment, or more than
indicate on the reverse side. $10,000 per month. Such cash
payments, as well as cash dividends on
Do not return this card unless you shares of Common Stock credited to
wish to participate in the Plan. your Plan account, will be used to
purchase additional shares of Common
Full Common Stock Dividend Stock. If you select this option, a
Reinvestment-If you check this option, check for your initial optional cash
you authorize the purchase of purchase must accompany this
additional shares of Common Stock with Enrollment Card.
the cash dividends on all shares of
Common Stock currently or subsequently Your participation is subject to the
registered in your name, as well as on terms of the Plan as set forth in the
the shares of Common Stock credited to Prospectus.
your Plan account.
Please return this Enrollment Card in
You may also make optional cash the envelope provided to:
payments at any time under the above
option in amounts of not less than Mellon Bank, N.A.
$10.00 per payment, up to a total of Shareholders Investment Service
$10,000 per month. P.O. Box 750
Pittsburgh, PA 15230
<PAGE>
NO ONE HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN AS
CONTAINED IN THIS PROSPECTUS, IN
CONNECTION WITH THE OFFER CONTAINED IN
THIS PROSPECTUS, IN CONNECTION WITH
THE OFFER CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN [LOGO]
AUTHORIZED. THIS PROSPECTUS DOES NOT SIGNET BANKING CORPORATION
CONSTITUTE AN OFFER TO SELL THE
SECURITIES IN ANY STATE TO ANY PERSON DIVIDEND
TO WHOM SUCH OFFER MAY NOT BE LAWFULLY REINVESTMENT
MADE. THE DELIVER OF THIS PROSPECTUS AND
OR ANY APPENDIX HERETO AND ANY SALE INVESTOR STOCK
MADE HEREUNDER SHALL NOT, UNDER ANY PURCHASE PLAN
CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE
OF THIS PROSPECTUS OR ANY SUCH P R O S P E C T U S
APPENDIX.
TABLE OF CONTENTS
Page
Registration Statement 2
Available Information 2
Documents Incorporated by Reference 2
Description of the Plan 3
Use of Proceeds 6
Legal Matters 7
Indemnification 7
Part II
Information Not Required In Prospectus
Other Expenses of Issuance and Distribution
Item 14.
Initially, the expenses will consist of the Securities and Exchange
Commission registration fee ($13,786), printing expenses (estimated at
$1,914), administrative expenses (estimated at $15,000) and counsel
fees (estimated at $5,000).
Indemnification of Directors and Officers
Item 15.
Article 10 of the Virginia Stock Corporation Act allows, in general, for
indemnification, in certain circumstances, by a corporation of any person
threatened with or made a party to any action, suit or proceeding by reason of
the fact that he or she is, or was, a director, officer, employee or agent of
such corporation. Indemnification is also authorized with respect to a criminal
action or proceeding where the person had no reasonable cause to believe that
his or her conduct was unlawful. Article 9 of the Virginia Stock Corporation
Act provides limitations on damages payable by officers and directors, except in
cases of willful misconduct or knowing violation of the criminal law.
The registrant's Restated Articles of Incorporation, as amended, provide
for mandatory indemnification of any director or officer of the registrant who
is or was a party to any proceeding by reason of the fact that he or she is or
was a director or officer of the registrant or is or was serving the registrant
or any other legal entity in any capacity at the request of the registrant while
a director or officer of the registrant against all liabilities and expenses
incurred in the proceeding, except such liabilities and expenses as are incurred
because of such director's or officer's willful misconduct or knowing violation
of the criminal law.
The registrant's Restated Articles of Incorporation, as amended, also
provide that in every instance permitted under Virginia corporate law in effect
from time to time, the liability of a director or officer of the registrant to
the registrant or its shareholders shall not exceed one dollar.
The registrant maintains a standard policy of officers' and directors'
liability insurance.
Exhibits
Item 16.
5 Opinion of McGuire, Woods, Battle & Boothe - filed herewith.
23 (a) Consent of Ernst & Young - filed herewith.
(b) Consent of McGuire, Woods, Battle & Boothe (included in Exhibit
5).
Undertakings
Item 17.
The undersigned Registrant hereby 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 section 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 the
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.
<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 26th, day
of July, 1994.
SIGNET BANKING CORPORATION
By: Robert M. Freeman, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
Robert M. Freeman Chairman of the Board and July 26, 1994
Director (Chief Executive
Officer)
Malcolm S. McDonald President and Director July 26, 1994
(Chief Operating Officer)
W. B. Millner, III Senior Executive Vice July 26, 1994
President and Chief
Financial Officer (Principal
Financial Officer)
D. S. Norris Executive Vice President and July 26, 1994
Controller (Principal
Accounting Officer)
J. Henry Butta Director July 26, 1994
Norwood H. Davis, Jr. Director July 26, 1994
William C. DeRusha Director July 26, 1994
William R. Harvey Director July 26, 1994
Elizabeth G. Helm Director July 26, 1994
Robert M. Heyssel Director July 26, 1994
Henry A. Rosenberg, Jr. Director July 26, 1994
Louis B. Thalheimer Director July 26, 1994
Stanley I. Westreich Director July 26, 1994
<PAGE>
Exhibit Index
Page
5 Opinion of McGuire, Woods, Battle & Boothe
23 (a) Consent of Ernst & Young
(b) Consent of McGuire, Woods, Battle & Boothe-included
in Exhibit 5
Exhibit 5
July 29, 1994
Signet Banking Corporation
7 North 8th Street
Richmond, Virginia 23219
Gentlemen:
We have acted as counsel for Signet Banking Corporation
(the "Company") in connection with the Registration Statement on
Form S-3 (the "Registration Statement") filed by the Company with
the Securities Exchange Commission pursuant to the Securities Act
of 1933, as amended, with respect to 1,000,000 shares of common
stock, $5.00 par value per share (the "Common Stock"), and
attached Rights to Purchase Series A Junior Participating
Preferred Stock, $20.00 par value per share (the "Rights"), to be
offered by the Company through the Dividend Reinvestment and
Stock Purchase Plan (the "Plan").
In connection with this opinion, we have examined
originals or copies, certified or otherwise identified to our
satisfaction, of the Company's documents and records and such
public documents and records as we have deemed necessary as a
basis for the opinion expressed below.
Based upon the foregoing, and having due regard for
such legal considerations as we have deemed relevant, we are of
the opinion that:
1. The Company is a corporation duly organized and
validly existing under the laws of the Commonwealth of Virginia.
2. The Common Stock to be offered through the Plan
has been duly authorized, and when issued upon the terms set
forth in the Registration Statement, will be validly issued,
fully paid and non-assessable.
3. We reaffirm our opinion regarding the Rights given
to the Company's Board of Directors as confirmed in our letter of
May 23, 1989, a copy of which is filed as a part of Exhibit 5 to
the Company's Registration Statement on Form S-3 (Registration
No. 33-46012) and is incorporated herein by reference.
In our opinion regarding the rights referred to above,
we discussed whether certain provisions of Section 13.1-638 of
the Virginia Code might prohibit the restrictions on transfer
imposed under the agreement governing the Rights. Subsequent to
the date of such opinion, the Virginia Code was amended to
provide that, notwithstanding such provisions of Section
13.1-638, the terms of rights issued by a corporation may include
restrictions on transfer by designated persons or classes of
persons.
We hereby consent to the filing of this Opinion as an
exhibit to the Registration Statement and to the reference to us
under the caption "Legal Matters " in the Prospectus which is a
part of the Registration Statement.
Very truly yours,
McGUIRE, WOODS, BATTLE & BOOTHE
Exhibit 23(a)
CONSENT OF ERNST & YOUNG
INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-3) and related Prospectus of Signet Banking Corporation
for the registration of 1,000,000 shares of its common stock of our report dated
January 21, 1994, with respect to the consolidated financial statements of
Signet Banking Corporation, incorporated by reference in its Annual Report
(Form 10-K) for the year ended December 31, 1993, filed with the Securities and
Exchange Commission.
ERNST & YOUNG
Richmond, Virginia
July 25, 1994
