-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IlDbXIVoPsveSsSdiU7ChvZzOtcXf4rfz3kyXofU8pdRAMv2P8e4B3evx4IC0Jvy H/9gjaDgNSUh1ulXlqb2kg== 0000916641-95-000417.txt : 19951208 0000916641-95-000417.hdr.sgml : 19951208 ACCESSION NUMBER: 0000916641-95-000417 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951206 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRESTAR FINANCIAL CORP CENTRAL INDEX KEY: 0000101880 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 540722175 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 033-64351 FILM NUMBER: 95599539 BUSINESS ADDRESS: STREET 1: 919 E MAIN ST STREET 2: PO BOX 26665 CITY: RICHMOND STATE: VA ZIP: 23261 BUSINESS PHONE: 8047825000 MAIL ADDRESS: STREET 1: 919 EAST MAIN STREET STREET 2: P O BOX 26665 CITY: RICHMOND STATE: VA ZIP: 23261-6665 FORMER COMPANY: FORMER CONFORMED NAME: UNITED VIRGINIA BANKSHARES INC DATE OF NAME CHANGE: 19871115 S-3/A 1 AMENDMENT NO. 1 TO FORM S-3 As filed with the Securities and Exchange Commission on December 6, 1995 Registration No. 33-64351 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ Amendment No. 1 to 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) Identification No.) 919 East Main Street P. O. Box 26665 Richmond, Virginia 23261-6665 (804) 782-5000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) John C. Clark, III Corporate Senior Vice President, General Counsel and Secretary Crestar Financial Corporation 919 East Main Street P. O. Box 26665 Richmond, Virginia 23261-6665 (804) 782-7445 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------------------ Copies to: Lathan M. Ewers, Jr. Hunton & Williams 951 East Byrd Street Richmond, Virginia 23219 (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. 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, please 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, please check the following box. ( )
CALCULATION OF REGISTRATION FEE ==================================================================================================================================== Proposed maximum Proposed maximum Title of each class Amount to be offering price per aggregate offering Amount of of securities to be registered(1) registered(2)(3) unit(3)(4) price(4)(5) registration fee - ------------------------------------------------------------------------------------------------------------------------------------ Debt Securities, Preferred Stock, Depositary Shares,(6) Common Stock and Preferred Share Purchase Rights(7)............................. --- --- $174,000,000(8) $60,000 - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock or Preferred Stock(9)............. --- --- --- --- ====================================================================================================================================
(1) This Registration Statement also covers such indeterminate amount of securities as may be issued in exchange for, or upon conversion of, as the case may be, the securities registered hereunder. In addition, any other securities registered hereunder may be sold separately or as units with other securities registered hereunder. (2) If any Debt Securities are issued at an original issue discount, then such greater principal amount as shall result in an aggregate initial offering price of $300,000,000. In no event will the aggregate initial offering price of Debt Securities, Preferred Stock, Depositary Shares, Preferred Share Purchase Rights and Common Stock issued under this Registration Statement and not previously registered under the Securities Act of 1933, as amended (the "Securities Act"), exceed $300,000,000. (3) Not specified as to each class of securities to be registered pursuant to General Instruction II.D of Form S-3 under the Securities Act. (4) The proposed maximum offering price per unit will be determined from time to time by the Registrant in connection with, and at the time of, the issuance by the Registrant of the securities registered hereunder. (5) Estimated solely for the purposes of computing the registration fee pursuant to Rule 457(o) of the Rules and Regulations of the Securities and Exchange Commission (the "Commission") under the Securities Act. (6) Such indeterminate number of Depositary Shares to be evidenced by Depositary Receipts issued pursuant to a Deposit Agreement. In the event the Registrant elects to offer to the public fractional interests in shares of the Preferred Stock registered hereunder, Depositary Receipts will be distributed to those persons purchasing such fractional interests and such shares will be issued to the Depositary Bank under the Deposit Agreement. (7) The Rights to purchase Participating Cumulative Preferred Stock, Series C, will be attached to and trade with shares of the Common Stock. (8) No separate consideration will be received for any securities registered hereunder that are issued in exchange for, or upon conversion of, other securities registered hereunder. (9) The maximum amount of Common Stock or Preferred Stock to be registered with respect to a series of Debt Securities is equal to the aggregate principal amount of the Debt Securities of such series divided by the Market Value (as defined in the applicable Indenture) of the Common Stock or Preferred Stock on the date of issuance. No additional consideration will be paid for the Common Stock or Preferred Stock registered hereunder. 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 the Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. - -------------------------------------------------------------------------------- EXPLANATORY NOTE This Amendment No. 1 is being filed to reduce the amount of registered securities from $300,000,000 to $174,000,000 in accordance with the Commission's Fee Rate Advisory dated November 21, 1995 and a letter dated November 22, 1995 to the Registrant from the Office of Filings and Information Services. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant 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 December 6, 1995. CRESTAR FINANCIAL CORPORATION (Registrant) By: /s/ John C. Clark, III ------------------------------- John C. Clark, III Senior Vice President, General Counsel and Secretary Signature Title /s/ Richard G. Tilghman* Chairman of the Board and Chief - --------------------------- Executive Officer and Director Richard G. Tilghman (Principal Executive Officer) /s/ James M. Wells, III* President 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) - ---------------------------- Director Richard M. Bagley - ---------------------------- Director J. Carter Fox II-1 - -------------------------- Director Bonnie Guiton Hill /s/ Gene A. James* Director - ---------------------------- Gene A. James /s/ H. Gordon Leggett, Jr.* Director - ---------------------------- H. Gordon Leggett, Jr. - ---------------------------- Director Charles R. Longsworth /s/ Patrick J. Maher* Director - ---------------------------- Patrick J. Maher /s/ Frank E. McCarthy* Director - ---------------------------- Frank E. McCarthy - ---------------------------- 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. /s/ Eugene P. Trani* Director - ---------------------------- Eugene P. Trani - ---------------------------- Director L. Dudley Walker /s/ Karen Hastie Williams* Director - ---------------------------- Karen Hastie Williams */s/ John C. Clark, III - ---------------------------- By John C. Clark, III Attorney-in-Fact II-2 -----END PRIVACY-ENHANCED MESSAGE-----