-----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, BiN3EqFXDM5u4CecMIwXo2pJ+qgfSO0t76s45UJ3na6h6zeyb1QADFj5WJIL9n++ s47xGwD8fwt34VhmGXLtEQ== 0000916641-97-000202.txt : 19970317 0000916641-97-000202.hdr.sgml : 19970317 ACCESSION NUMBER: 0000916641-97-000202 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961231 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970314 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRESTAR FINANCIAL CORP CENTRAL INDEX KEY: 0000101880 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 540722175 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07083 FILM NUMBER: 97557008 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 8-K/A 1 CRESTAR FINANCIAL CORPORATION 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K/A AMENDMENT TO CURRENT REPORT Filed Pursuant to Section 13 or 15(D) of THE SECURITIES EXCHANGE ACT OF 1934 CRESTAR FINANCIAL CORPORATION (Exact name of registrant as specified in charter) AMENDMENT NO. 1 to Current Report on Form 8-K Date of Report (Date of earliest event reported): December 31, 1996 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Current Report on Form 8-K as set forth in the pages attached hereto: Item 2: Acquisition or Disposition of Assets Item 7(a): Financial Statements of Business Acquired Item 7(b): Pro Forma Financial Information Item 2. Acquisition or Disposition of Assets On December 31, 1996, Crestar Financial Corporation (Crestar) acquired Citizens Bancorp (Citizens) in a transaction accounted for as a pooling-of-interests business combination. Crestar issued approximately 25,279,000 common shares (post-split) for all of the outstanding common shares of Citizens. The exchange ratio was 1.67 Crestar common shares (on a post -split basis) for each Citizens common share outstanding on December 31, 1996. Effective January 24, 1997, Crestar's common stock was split on a two-for-one basis, through distribution of a 100% stock dividend. All common share outstanding and per common share data for Crestar have been retroactively adjusted to reflect the Crestar common stock split. Citizens was a bank holding company based in Laurel, Maryland with 103 banking locations at December 31, 1996. At date of merger, Citizens had approximately $4.1 billion in total assets, approximately $2.9 billion in deposits and approximately $2.4 billion in loans. The assets of Citizens will continue to be used in providing financial services to customers, primarily in the Washington, D.C. metropolitan area. Item 7. Financial Statements and Exhibits (a) Financial Statements of Business Acquired The following documents filed by Citizens with the Securities and Exchange Commission (SEC) are incorporated by reference in this Form 8-K/A: (i) Citizens' Annual Report on Form 10-K for the year ended December 31, 1995; (ii) Citizens' Quarterly Reports on Form 10-Q for the periods ended March 31, 1996, June 30, 1996 and September 30, 1996; and (iii) Citizens' Current Report on form 8-K dated September 27, 1996. The financial statements incorporated by reference include the consolidated statements of financial condition of Citizens Bancorp and Subsidiaries as of December 31, 1995 and 1994, and the related consolidated statements of income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1995, and the report of Deloitte & Touche LLP, independent auditors, dated January 19, 1996 thereon. Additional financial statements incorporated by reference include the consolidated statements of financial condition (unaudited) of Citizens Bancorp and Subsidiaries at September 30, 1996 and consolidated statements of income (unaudited) for the three month and nine month periods then ended. (b) Pro Forma Financial Information Pro forma condensed financial information regarding the merger of Crestar and Citizens is included in Exhibit 99.1 of this filing. (c) Exhibits Exhibit 99.1: Pro forma condensed financial information related to the merger of Crestar Financial Corporation and Citizens Bancorp. Exhibit 99.2: Consent of Deloitte & Touche LLP SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this amendment to be signed on its behalf by the undersigned hereunto duly authorized. CRESTAR FINANCIAL CORPORATION Date: March 14, 1997 By: /s/ Linda F. Rigsby --------------------- Linda F. Rigsby Senior Vice President, Deputy General Counsel and Secretary EX-99 2 EXHIBIT 99.1 EXHIBIT 99.1 PRO FORMA CONDENSED FINANCIAL INFORMATION On December 31, 1996, Crestar Financial Corporation (Crestar) merged with Citizens Bancorp (Citizens), a bank holding company based in Laurel, Maryland, in a transaction accounted for as a pooling of interests. Based on an exchange ratio of 1.67 shares (on a post-split basis) of Crestar common stock for each outstanding share of Citizens common stock, Crestar issued 25,278,768 shares (on a post-split basis) of common stock. The following Pro Forma Condensed Statement of Financial Condition presented assumes that the merger was consummated on September 30, 1996, and the Pro Forma Condensed Statements of Operations assume that the merger was consummated at the beginning of each period presented. Effective January 24, 1997, Crestar's common stock was split on a two-for-one basis, through distribution of a 100% stock dividend. All common share data for Crestar has been retroactively adjusted to reflect the Crestar common stock split. The pro forma earnings are not necessarily indicative of the results of operations had the merger occurred at the beginning of each period presented, nor are they necessarily indicative of the results of future operations. Pro Forma Condensed Statement of Financial Condition September 30, 1996 (Unaudited)
Crestar & Adjustments Citizens increase pro forma (Dollars in thousands) Crestar Citizens (decrease) combined ------- --------- ------------- ------------- Assets Cash and due from banks $810,669 $198,145 $ - $1,008,814 Securities held to maturity 69,849 1,000,859 1,070,708 Securities available for sale 3,520,740 545,425 4,066,165 Money market investments 742,036 - 742,036 Mortgage loans held for sale 909,633 - 909,633 Loans, net of unearned income 11,237,011 2,333,811 13,570,822 Less: Allowance for loan losses (235,747) (37,156) (272,903) --------- -------- --------- Loans - net 11,001,264 2,296,655 13,297,919 Premises and equipment, net 365,905 56,471 422,376 Intangible assets - net 183,784 863 184,647 Foreclosed properties - net 17,030 20,927 (4,000) (2) 33,957 Other assets 631,101 49,790 680,891 ------- ------ ---------- ----------- Total Assets $18,252,011 $4,169,135 ($4,000) $22,417,146 ----------- ---------- ---------- ----------- Liabilities and Shareholders' Equity Deposits: Noninterest-bearing demand deposits $2,561,321 $654,507 $ - $3,215,828 Interest bearing deposits 11,023,253 2,371,189 13,394,442 ---------- --------- ---------- Total deposits 13,584,574 3,025,696 16,610,270 Short-term borrowings 2,083,096 772,466 2,855,562 Other liabilities 482,915 16,389 28,531 (2) 527,835 Long-term debt 668,458 - 668,458 ------- ----------- ------ ----------- Total Liabilities 16,819,043 3,814,551 28,531 20,662,125 Shareholders' Equity (1) Preferred stock, authorized 2,000,000 shares, none issued - - - - Common stock, $5 par value, authorized 200,000,000 shares; outstanding 84,699,026 actual shares and 109,970,466 pro forma combined shares 423,495 - 126,357 (3) 549,852 Common stock, $2.50 par value, authorized 125,000,000 shares; outstanding 15,132,599 shares - 37,832 (37,832) (3) - Capital surplus 185,981 122,110 (88,525) (3) 219,566 Retained earnings 863,907 192,207 (32,531) (2) 1,023,583 Net unrealized loss on securities available for sale (40,415) 2,435 - (37,980) ------- ----------- ------ ----------- Total Shareholders' Equity 1,432,968 354,584 (32,531) 1,755,021 ----------- ---------- ---------- ----------- Total Liabilities and Shareholders' Equity $18,252,011 $4,169,135 ($4,000) $22,417,146 =========== ========== ======== ===========
See notes to Pro Forma Condensed Financial Information. Pro Forma Condensed Statement of Operations Nine months ended September 30, 1996 (Unaudited)
Crestar & (Dollars in thousands, except per share data) Citizens pro forma Crestar Citizens combined (4) -------- ----------- ------------- Interest Income Interest and fees on loans $750,027 $137,821 $887,848 Interest and dividends on securities 157,869 67,027 224,896 Other interest income 58,485 116 58,601 -------- -------- --------- Total interest income 966,381 204,964 1,171,345 -------- -------- --------- Interest Expense Interest on deposits 297,162 74,142 371,304 Interest on short-term borrowings 87,529 25,561 113,090 Interest on long-term debt 37,426 - 37,426 -------- -------- --------- Total interest expense 422,117 99,703 521,820 -------- -------- --------- Net interest income Net interest income 544,264 105,261 649,525 Provision for loan losses 65,970 5,790 71,760 -------- -------- --------- Net interest income after provision for loan losses 478,294 99,471 577,765 -------- -------- --------- Noninterest income Service charges on deposit accounts 68,908 15,682 84,590 Trust and investment advisory income 47,541 976 48,517 Securities gains 2,740 - 2,740 Other noninterest income 121,593 15,906 137,499 -------- -------- --------- Total noninterest income 240,782 32,564 273,346 -------- -------- --------- Noninterest expense Personnel expense 259,272 45,800 305,072 Occupancy expense, net 36,666 10,358 47,024 Equipment expense 22,988 6,164 29,152 Other noninterest expense 183,501 20,707 204,208 -------- -------- --------- Total noninterest expense 502,427 83,029 585,456 -------- -------- --------- Net income Income before income taxes 216,649 49,006 265,655 Income tax expense 67,690 17,860 85,550 -------- -------- --------- Net income $148,959 $31,146 $180,105 ======== ======== ========= Per common share data (1) Net income per share: Primary $1.72 $2.06 $1.61 ======== ======== ========= Fully diluted $1.72 $2.06 $1.61 ======== ======== ========= Weighted average shares outstanding: Primary 86,564,000 15,114,000 111,805,000 ========== ========== =========== Fully diluted 86,652,000 15,114,000 111,894,000 ========== ========== ===========
See Notes to Pro Forma Condensed Financial Information. Pro Forma Condensed Statement of Operations Nine months ended September 30, 1995 (Unaudited)
Crestar & (Dollars in thousands, except per share data) Citizens pro forma Crestar Citizens combined (4) --------- ---------- -------------- Interest Income Interest and fees on loans $756,320 $127,082 $883,402 Interest and dividends on securities 127,639 66,433 194,072 Other interest income 34,956 - 34,956 -------- --------- --------- Total interest income 918,915 193,515 1,112,430 -------- --------- --------- Interest Expense Interest on deposits 298,624 65,355 363,979 Interest on short-term borrowings 72,417 25,300 97,717 Interest on long-term debt 37,849 - 37,849 -------- --------- --------- Total interest expense 408,890 90,655 499,545 -------- --------- --------- Net interest income Net interest income 510,025 102,860 612,885 Provision for loan losses 38,268 5,120 43,388 -------- --------- --------- Net interest income after provision for loan losses 471,757 97,740 569,497 -------- --------- --------- Noninterest income Service charges on deposit accounts 67,236 15,031 82,267 Trust and investment advisory income 42,802 880 43,682 Securities gains (losses) (3,529) 133 (3,396) Other noninterest income 107,832 12,687 120,519 -------- --------- --------- Total noninterest income 214,341 28,731 243,072 -------- --------- --------- Noninterest expense Personnel expense 247,801 42,822 290,623 Occupancy expense, net 35,845 11,377 47,222 Equipment expense 23,422 5,563 28,985 Other noninterest expense 143,499 23,561 167,060 -------- --------- --------- Total noninterest expense 450,567 83,323 533,890 -------- --------- --------- Net income Income before income taxes 235,531 43,148 278,679 Income tax expense 82,031 16,321 98,352 -------- --------- --------- Net income $153,500 $26,827 $180,327 ========== =========== =========== Per common share data (1) Net income per share: Primary $1.76 $1.79 $1.60 ========== =========== =========== Fully diluted $1.75 $1.79 $1.60 ========== =========== =========== Weighted average shares outstanding: Primary 87,405,000 14,992,000 112,441,000 ========== =========== =========== Fully diluted 87,611,000 14,992,000 112,648,000 ========== =========== ===========
See Notes to Pro Forma Condensed Financial Information. Pro Forma Condensed Statement of Operations For the year ended December 31, 1995 (Unaudited)
Crestar & (Dollars in thousands, except per share data) Citizens pro forma Crestar Citizens combined (4) ----------- --------- ------------ Interest Income Interest and fees on loans $1,013,613 $171,594 $1,185,207 Interest and dividends on securities 174,155 88,378 262,533 Other interest income 48,347 - 48,347 -------- -------- --------- Total interest income 1,236,115 259,972 1,496,087 -------- -------- --------- Interest Expense Interest on deposits 403,018 90,393 493,411 Interest on short-term borrowings 100,365 33,464 133,829 Interest on long-term debt 49,916 - 49,916 -------- -------- --------- Total interest expense 553,299 123,857 677,156 -------- -------- --------- Net interest income Net interest income 682,816 136,115 818,931 Provision for loan losses 59,570 6,695 66,265 -------- -------- --------- Net interest income after provision for loan losses 623,246 129,420 752,666 -------- -------- --------- Noninterest income Service charges on deposit accounts 89,379 20,226 109,605 Trust and investment advisory income 60,645 1,152 61,797 Securities gains (losses) (2,213) 146 (2,067) Other noninterest income 140,731 18,925 159,656 -------- -------- --------- Total noninterest income 288,542 40,449 328,991 -------- -------- --------- Noninterest expense Personnel expense 340,440 57,149 397,589 Occupancy expense, net 48,650 14,199 62,849 Equipment expense 31,301 7,534 38,835 Other noninterest expense 199,043 32,882 231,925 -------- -------- --------- Total noninterest expense 619,434 111,764 731,198 -------- -------- --------- Net income Income before income taxes 292,354 58,105 350,459 Income tax expense 112,557 22,015 134,572 -------- -------- --------- Net income $179,797 $36,090 $215,887 ========== ========== =========== Per common share data (1) Net income per share: Primary $2.06 $2.40 $1.92 ========== ========== =========== Fully diluted $2.05 $2.40 $1.92 ========== ========== =========== Weighted average shares outstanding: Primary 87,370,000 15,007,000 112,432,000 ========== ========== =========== Fully diluted 87,561,000 15,007,000 112,623,000 ========== ========== ===========
See Notes to Pro Forma Condensed Financial Information. NOTES TO PRO FORMA CONDENSED FINANCIAL INFORMATION (Unaudited) (1) Effective January 24, 1997, Crestar's common stock was split on a two-for-one basis, through distribution of a 100% stock dividend. All common share outstanding and per common share data for Crestar have been retroactively adjusted to reflect the Crestar common stock split. (2) Certain material, non-recurring expenses totaling $32.5 million, on an after-tax basis, were recorded in conjunction with the Merger on December 31, 1996. Pre-tax adjustments included $11.3 million for the settlement of obligations under existing employment contracts, severance pay for involuntary terminations, early retirement and related employee benefits; $18.2 million associated with branch closings and related equipment disposals; professional fees of $5.4 million; and $15.1 million of other expenses related to effecting the merger. Other non-recurring adjustments included an increase in the reserve for foreclosed properties of $4.0 million, reflecting Crestar's accelerated disposition strategy with respect to specific foreclosed properties. The income tax benefit associated with the above non-recurring expenses totaled $17.5 million. The impact of each of the adjustments has been reflected in the Pro Forma Condensed Statement of Financial Condition as of September 30, 1996. (3) Based on an exchange ratio of 1.67 (post-split basis) for conversion of Citizens common stock into Crestar common stock (the actual exchange ratio for the December 31, 1996 merger, on a post-split basis). At September 30, 1996, Crestar had 84,699,026 shares outstanding (on a post-split basis), and Citizens had 15,132,599 common shares outstanding. (4) No pro forma adjustments are necessary in the Pro Forma Condensed Statement of Operations. EX-99 3 EXHIBIT 99.2 Exhibit 99.2 Consent of Independent Auditors The Board of Directors Crestar Financial Corporation We consent to incorporation by reference in the Form 8-K/A amendment of current report of Crestar Financial Corporation of our report dated January 19, 1996, relating to the consolidated statements of financial condition of Citizens Bancorp and Subsidiaries as of December 31, 1995 and 1994, and the related consolidated statements of income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1995. Our report refers to changes in accounting for postretirement benefits, income taxes and investment securities. /s/ Deloitte & Touche LLP Richmond, Virginia March 14, 1997 -----END PRIVACY-ENHANCED MESSAGE-----