-----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, PgcLV3B6A1pRAx6YPR7uWYLWHz/cTLa3HuC8xIMfMv4et6A+wow8xv3XFOYxvNla Ri5D6plZ2wuCe0/CvqCdvA== 0000916641-96-000004.txt : 19960105 0000916641-96-000004.hdr.sgml : 19960105 ACCESSION NUMBER: 0000916641-96-000004 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19960104 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07083 FILM NUMBER: 96500878 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 11-K 1 CRESTAR FINANCIAL CORPORATION 11-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 -------------------------------- FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) for the year ended December 31, 1994. OR TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) for the period from ____________ to __________. Commission file number: 1-7083 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: CRESTAR FINANCIAL CORPORATION LOYOLA PROFIT PLUS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Crestar Financial Corporation 919 East Main Street Richmond, Virginia 23219 Required Information 1. Audited Statements of Net Assets Available for Plan Benefits - Years ended December 31, 1993 and 1994 (attached). 2. Audited Statements of Changes in Net Assets Available for Plan Benefits - Years ended December 31, 1993 and 1994 (attached). Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. CRESTAR FINANCIAL CORPORATION LOYOLA PROFIT PLUS PLAN By: /s/ JAMES J. KELLEY, CHAIRMAN Dated: January 4, 1996 LOYOLA PROFIT PLUS PLAN Table of Contents Pages Independent Auditors' Report 1 Statements of Net Assets Available for Plan Benefits -- December 31, 1994 and 1993 2 Statements of Changes in Net Assets Available for Plan Benefits -- Years ended December 31, 1994 and 1993 3 - 4 Notes to Financial Statements 5 - 8 Item 27a -- Schedule of Assets Held for Investment Purposes -- December 31, 1994 9 Item 27d -- Schedule of Reportable Transactions -- Year ended December 31, 1994 10 * * * * * * * The other schedules required by Item 27 of Department of Labor Form 5500, Annual Return/Report of Employee Benefit Plan, are inapplicable and are therefore omitted. Independent Auditors' Report Profit Sharing Committee Loyola Capital Corporation: We have audited the accompanying statements of net assets available for plan benefits of Loyola Profit Plus Plan as of December 31, 1994 and 1993 and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of Loyola Profit Plus Plan at December 31, 1994 and 1993 and the changes in net assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statements of net assets available for plan benefits and the statements of changes in net assets available for plan benefits is presented for purpose of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG PEAT MARWICK LLP September 15, 1995 LOYOLA PROFIT PLUS PLAN Statements of Net Assets Available for Plan Benefits December 31, 1994 and 1993
Fidelity and Guaranty T. Rowe Vanguard Life Insurance Price Fixed Company Stable Vanguard Income Group Annuity Value Windsor Securities Contract Fund Fund Fund -------- ---- ---- ---- 1994 Cash $ -- 471 1,888 465 Investments, at fair or contract value (notes 2 and 4): Money market fund 4,872 65,462 67,560 36,745 Marketable securities -- 2,021,278 1,822,530 354,028 Contracts with insurance companies 514,504 -- -- -- ------------ ------------ ------------ --------- 519,376 2,086,740 1,890,090 390,773 Receivables from participants -- loans -- -- -- -- Dividends and interest receivable 5,775 10,801 159,374 2,372 Contributions receivable from Loyola Capital Corporation and subsidiaries -- 39,374 50,015 15,146 ------------ ------------ ------------ --------- Net assets available for plan benefits (note 6) $ 525,151 2,137,386 2,101,367 408,756 ============ ============ ========== ======== 1993 Cash $ -- 83 -- -- Investments, at fair or contract value (note 2 and 4): Money market fund -- 43,500 23,490 13,135 Marketable securities -- 1,143,049 1,881,005 383,283 Contracts with insurance companies 1,344,607 -- -- -- ------------ ------------ ------------ --------- 1,344,607 1,186,549 1,904,495 396,418 Receivables from participants -- loans -- -- -- -- Dividends and interest receivable 20,837 5,796 21 11,776 Contributions receivable from Loyola Capital Corporation and subsidiaries -- 28,388 43,031 11,974 ------------ ------------ ------------ --------- Net assets available for plan benefits (note 6) $ 1,365,444 1,220,816 1,947,547 420,168 ============ ============ ============ ===========
Loyola Vanguard Capital Index Vanguard Corporation Trust World common Loans Fund Fund stock Fund Total ---- ---- ----- ---- ----- 1994 Cash 1,165 498 1,078 3,826 9,391 Investments, at fair or contract value (notes 2 and 4): Money market fund 55,575 73,577 165,713 -- 469,504 Marketable securities 560,294 291,850 8,645,256 -- 13,695,236 Contracts with insurance companies -- -- -- -- 514,504 ----------- ---------- ------------ -------- ------------- 615,869 365,427 8,810,969 -- 14,679,244 Receivables from participants -- loans -- -- -- 322,254 322,254 Dividends and interest receivable 13,084 4,070 248 -- 195,724 Contributions receivable from Loyola Capital Corporation and subsidiaries 24,526 17,337 80,000 -- 226,398 ----------- ---------- ------------ -------- ------------- Net assets available for plan benefits (note 6) 654,644 387,332 8,892,295 326,080 15,433,011 ======== ======== ========= ======== ========== 1993 Cash -- 12,768 13 2,400 15,264 Investments, at fair or contract value (note 2 and 4): Money market fund 9,085 9,170 84,160 -- 182,540 Marketable securities 578,631 149,074 6,982,449 -- 11,117,491 Contracts with insurance companies -- -- -- -- 1,344,607 ----------- --------- ----------- ------- -------------- 587,716 158,244 7,066,609 -- 12,644,638 Receivables from participants -- loans -- -- -- 195,722 195,722 Dividends and interest receivable 12,511 1,220 103 -- 52,264 Contributions receivable from Loyola Capital Corporation and subsidiaries 24,717 3,695 48,046 -- 159,851 ----------- ---------- ------------ -------- -------------- Net assets available for plan benefits (note 6) 624,944 175,927 7,114,771 198,122 13,067,739 =========== =========== =========== ========= ==============
LOYOLA PROFIT PLUS PLAN Statements of Changes in Net Assets Available for Plan Benefits December 31, 1994 and 1993
Guaranty Life T. Rowe Vanguard Insurance Price Fixed Company Stable Vanguard Income Group Annuity Value Windsor Securities Contract Fund Fund Fund -------- ---- ---- ---- 1994 Income (loss) on investments (note 2): Dividends and interest $ 41,605 101,926 190,984 31,068 Net appreciation (depreciation) in fair value of investments -- -- (194,731) (53,155) ---------- ---------- ----------- --------- Total income (loss) on investments 41,605 101,926 (3,747) (22,087) Contributions from Loyola Capital Corporation and subsidiaries -- 117,726 143,324 46,477 Contributions received from participants -- 190,165 235,819 78,735 Rollover contributions -- 23,125 37,657 22,072 Distributions to participants (73,119) (220,925) (200,110) (27,811) Interfund transfers, net (808,779) 704,553 (59,123) (108,798) ---------- ---------- ------------ ------- Net increase (decrease) in net assets available for plan benefits (840,293) 916,570 153,820 (11,412) Net assets available for plan benefits: Beginning of year 1,365,444 1,220,816 1,947,547 420,168 ------------ ---------- ------------ --------- End of year $ 525,151 2,137,386 2,101,367 408,756 ============ ============ ============ ============
Loyola Vanguard Capital Index Vanguard Corporation Trust World common Loans Fund Fund stock Fund Total ---- ---- ----- ---- ----- 1994 Income (loss) on investments (note 2): 17,209 5,108 193,114 20,481 601,495 Dividends and interest Net appreciation (depreciation) in fair value (20,854) (4,046) 898,668 -- 625,882 of investments ---------- ---------- ------------ -------- ----------- (3,645) 1,062 1,091,782 20,481 1,227,377 Total income (loss) on investments Contributions from Loyola Capital Corporation 75,685 46,969 228,728 -- 658,909 and subsidiaries 126,031 65,507 332,690 -- 1,028,947 Contributions received from participants 26,271 10,776 193,316 -- 313,217 Rollover contributions (19,143) (17,744) (304,326) -- (863,178) Distributions to participants (175,499) 104,835 235,334 107,477 -- Interfund transfers, net ------- ---------- ---------- --------- ----------- Net increase (decrease) in net assets 29,700 211,405 1,777,524 127,958 2,365,272 available for plan benefits Net assets available for plan benefits: 624,944 175,927 7,114,771 198,122 13,067,739 Beginning of year --------- --------- ----------- -------- ------------ 654,644 387,332 8,892,295 326,080 15,433,011 End of year ========= ========= =========== ========= ============= (Continued)
See accompanying notes to financial statements. LOYOLA PROFIT PLUS PLAN Statements of Changes in Net Assets Available for Plan Benefits
Fidelity and Guaranty T. Rowe Vanguard Life Insurance Price Fixed Vanguard Company Stable Vanguard Income Index Vanguard Group Annuity Value Windsor Securities Trust World Contract Fund Fund Fund Fund Fund -------- ---- ---- ---- ---- ---- 1993 Income on investments (note 2): Dividends and interest $ 122,730 25,919 150,382 20,796 12,968 1,352 Net appreciation (depreciation) in fair value of investments -- -- 89,691 (6,975) 25,590 24,640 ---------- ---------- ----------- ---------- -------- -------- Total income on investments 122,730 25,919 240,073 13,821 38,558 25,992 Contributions from Loyola Capital Corporation and subsidiaries 6,890 77,049 113,720 36,215 49,917 29,795 Contributions received from participants 119,679 114,721 221,425 53,933 71,815 33,865 Distributions to participants (386,342) (86,690) (98,103) (17,450) (6,430) (2,975) Interfund transfers, net (1,232,223) 1,089,817 466,744 333,649 471,084 89,250 ---------- ---------- ----------- ---------- -------- -------- Net increase in net assets available for plan benefits . (1,369,266) 1,220,816 943,859 420,168 624,944 175,927 Net assets available for plan benefits: Beginning of year 2,734,710 -- 1,003,688 -- -- -- ---------- ---------- ----------- ---------- -------- -------- End of year $ 1,365,444 1,220,816 1,947,547 420,168 624,944 175,927 ========== ========= ========== ========== ======== ========
See accompanying notes to financial statements.
Loyola Vanguard Capital Vanguard Vanguard Prime Corporation Guaranteed Vanguard Government Money common- Loans Income Explorer Bond Market stock Fund Contract Fund Fund Fund Total ----- ---- -------- ---- ---- ---- ----- 1993 Income on investments (note 2): Dividends and interest 108,919 4,616 -- 65 9,925 16,750 474,422 Net appreciation (depreciation) in fair value of investments (11,490) -- -- 662 6,334 62 128,514 ---------- ------- -------- -------- ---------- ---------- ----------- Total income on investments 97,429 4,616 -- 727 16,259 16,812 602,936 Contributions from Loyola Capital Corporation and subsidiaries 141,086 -- -- -- -- -- 454,672 Contributions received from participants 271,726 -- -- -- 28,430 12,012 927,606 Distributions to participants (543,997) -- -- (964) (10,438) (105,746) (1,259,135) Interfund transfers, net 20,111 170,689 (584,626) (57,223) (390,663) (376,609) -- ---------- ------- -------- -------- ---------- ---------- ----------- Net increase in net assets available for plan benefits (13,645) 175,305 (584,626) (57,460) (356,412) (453,531) 726,079 Net assets available for plan benefits: Beginning of year 7,128,416 22,817 584,626 57,460 356,412 453,531 12,341,660 ---------- ------- -------- -------- ---------- ---------- ----------- End of year 7,114,771 198,122 -- -- -- -- 13,067,739 ========= ======== ======== ======== ========== ========== ==========
LOYOLA PROFIT PLUS PLAN Notes to Financial Statements December 31, 1994 and 1993 (1) Description of Plan The following brief description of the Loyola Profit Plus Plan (Plan) is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information. (a) General The Plan is a defined contribution plan covering substantially all employees of Loyola Capital Corporation and its subsidiaries (Loyola). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974. (b) Contributions and benefits Participants in the Plan may contribute between 1% and 10% of their compensation subject to certain maximum annual limitations pursuant to salary reduction agreements with Loyola. Changes to the amount of the contribution may be made quarterly by participants. Matching contributions are made by Loyola semiannually on the following basis: Participant Employer contribution contribution 1% - 6% 50% Over 6% none Loyola may increase the semiannual matching contribution of 50% at the discretion of its Board of Directors. Loyola may also make additional contributions to the Plan at the discretion of its Board of Directors. Forfeitures resulting from terminations of nonvested or partially vested participants are allocated to remaining eligible participants' accounts based on the ratio that each participant's compensation bears to the total compensation of all eligible participants for the year. Income is allocated to participants' accounts quarterly based on individual account balances. Participants are immediately vested in their contributions and related earnings. Generally, participants become 50% vested in employer matching and additional contributions and related earnings after two years of service, and are fully vested after three years of service. Participants with five years of credited service or at the age of fifty-nine and one-half are eligible to withdraw their vested account balance subject to certain limitations described in the Plan agreement. In the event of termination caused by death, the entire amount of employer contributions and related earnings in the participant's account is LOYOLA PROFIT PLUS PLAN Notes to Financial Statements (1) Description of Plan, Continued (b) Contributions and benefits, continued payable to the designated beneficiary. Benefits are payable as a lump sum or in periodic installments under certain options described in the Plan agreement. Benefit payments are based on the vested balance in the participant's individual account at the date of termination. Participants may borrow from the Plan up to the lesser of $50,000 or 50% of the vested balance of their accounts. Interest on such borrowings and repayment schedules are determined pursuant to guidelines in the Plan. Generally, borrowings must be repaid to the Plan over a period not to exceed five years. (c) Plan termination Although Loyola has not expressed any intent to terminate the Plan, it may do so at any time. If the Plan is terminated, participant's accounts become fully vested and the assets of the Plan will be distributed to the participants in proportion to their respective individual account balances at the date of termination. (2) Summary of Significant Accounting Policies (a) Basis of presentation The financial statements of the Plan have been prepared on the accrual basis and present the net assets available for plan benefits and the changes in those net assets. (b) Administrative expenses Loyola pays all administrative expenses incurred on behalf of the Plan. (c) Investments Investments in mutual funds and common stock are carried at fair value based on quoted market prices. Group annuity contracts are carried at contract value based on contributions under the related contract, plus interest at the contract rate, less distributions. Dividend and interest income are reinvested and purchases and sales are recorded on a trade date basis. Unrealized appreciation and depreciation in the fair value of investments are recognized in the financial statements in the period in which such changes occur. (3) Trust Fund -- Trustee and Management Mercantile-Safe Deposit & Trust Company manages the investment funds of the Plan. Participants may elect to invest all or part of their respective individual account balances in specific investment funds. If they do not select an investment fund, Loyola's Profit Sharing Committee will select the specific investments at its discretion. (4) Investments Investments that represent five percent or more of the Plan's net assets at December 31 are as follows:
1994 1993 Par value Contract Par value Contract or number or fair or number or fair of shares value of shares value T. Rowe Price Stable Value Fund 2,021,278 $ 2,021,278 1,143,049 $1,143,049 Vanguard Windsor Fund 144,760 1,822,530 135,227 1,881,005 Loyola Capital Corporation -- common stock 490,511 8,654,256 454,143 6,982,449 ========= =========== ========= ========= Fidelity and Guaranty Life Insurance Company Group Annuity Contract 514,504 $ 514,504 1,344,607 $1,344,607 ========== ========= ========= ==========
In 1991, the Plan entered into a group annuity contract with Fidelity and Guaranty Life Insurance Company. Discontinuance of the contract, as defined, will subject the Plan to a charge of 10% of the balance in the fund as of the discontinuance date, decreasing 1% for each year the contract is in force. Deposits under the contract earn interest at the effective rate as determined from time to time (4.0% at December 31, 1994). The group annuity contract did not exceed five percent of the Plan's net assets at December 31, 1994, but is presented for comparative purposes. (5) Federal Income Tax Exemption The Internal Revenue Service issued its latest determination letter on July 11, 1988 which stated that the Plan and its underlying trust qualify under the applicable provisions of the Internal Revenue Code and therefore are exempt from Federal income taxes. The Plan and its underlying trust has been subsequently amended to conform with current tax law changes. In the opinion of the plan administrator, the Plan and its underlying trust have operated within the terms of the Plan and remain qualified under the applicable provisions of the Internal Revenue Code. (6) Reconciliation to Form 5500 Amounts due to terminated participants for benefits payable are reflected as liabilities and expenses in the Plan's Form 5500 but are included in net assets available for plan benefits in the financial statements. The allocation of the amounts due to terminated participants to the Plan's investment funds at December 31 are as follows: Vanguard Windsor Fund $ 20,822 50,731 Loyola Capital Corporation -- common stock 14,576 13,218 Vanguard Fixed Income Securities Fund 7,355 -- Vanguard World Fund 1,911 -- Vanguard Index Trust Fund 1,427 -- T. Rowe Price Stable Value Fund 45 -- Fidelity and Guaranty Life Insurance Company Group Annuity Contract -- 59,763 Vanguard Guaranteed Income Contract -- 18,397 Vanguard Government Bond Fund -- 10,591 Vanguard Prime Money Market Fund -- 2,079 -------- ------- $ 46,136 154,779 ======== ======= LOYOLA PROFIT PLUS PLAN Item 27a -- Schedule of Assets Held for Investment Purposes December 31, 1994
Par value or number Current Description of shares Cost value Investments: Money Market Fund -- Mercantile-Safe Deposit and Trust Company Govern- ment Money Market Fund $ 469,504 469,504 469,504 =========== ---------- --------- Marketable securities: T. Rowe Price Stable Value Fund 2,021,278 2,021,278 2,021,278 Vanguard Windsor Fund 144,760 1,904,697 1,822,530 Fixed Income Securities Fund 43,979 404,295 354,028 Vanguard Index Trust Fund 30,253 566,432 560,294 Vanguard World Fund 21,731 275,101 291,850 Investment in Securities of Participating Employer: Loyola Capital Corporation -- common stock 490,511 4,143,843 8,645,256 Contract with insurance companies: Fidelity and Guaranty Life Insurance Company Group Annuity Contract $ 514,504 514,504 514,504 =========== ---------- --------- Total investments 10,299,654 14,679,244 ---------- ---------- Participant loans 322,254 322,254 ---------- ---------- Total assets held for investments purposes 10,621,908 15,001,498 ========== ==========
LOYOLA PROFIT PLUS PLAN Item 27d -- Schedule of Reportable Transactions Year ended December 31, 1994
Current value Redemption of asset on Purchase or selling Cost of transaction Net gain Description price price asset date or (loss) Mercantile-Safe Deposit and Trust Company Government Money Market Fund: Purchases $4,234,616(171) -- 4,234,616 4,234,616 -- Sales -- 3,876,462(443) 3,876,462 3,876,462 T. Rowe Price Stable Value Fund: Purchases 1,037,129(26) -- 1,037,129 1,037,129 -- Sales -- 158,900(5) 158,900 158,900 -- Loyola Capital Corporation -- common stock: Purchases 884,635(17) -- 884,635 884,635 -- Sales -- 120,250(3) 56,133 120,250 64,117 Fidelity and Guaranty Life Insurance Company Group Annuity Contract: Purchases 60,586(5) -- 60,586 60,586 -- Sales -- 891,524(28) 891,524 891,524 --
Notes: (1) Where amounts shown reflect multiple transactions, the number of transactions is shown parenthetically. (2) All purchases and sales set forth above were transacted at current value. -----END PRIVACY-ENHANCED MESSAGE-----