-----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, NKz4DhlpzsaHvYSdH7Swq21bvu/Ndg3Pb51hZClHtg5KBJjIaWUXleq31qAhtlyB JkM9jYjJ8Nq8HuyQG5+fTg== 0000916641-98-000695.txt : 19980611 0000916641-98-000695.hdr.sgml : 19980611 ACCESSION NUMBER: 0000916641-98-000695 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980610 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: S-3/A SEC ACT: SEC FILE NUMBER: 333-55899 FILM NUMBER: 98645539 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 CRESTAR AMENDMENT #1 TO S-3 As filed with the Securities and Exchange Commission on June 10, 1998 Registration No. 333-55899 ============================================================================== 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 (I.R.S. Employer Identification No.) of incorporation or organization) 919 East Main Street Richmond, Virginia 23219 (804) 782-5000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Linda F. Rigsby Senior Vice President and Corporate Secretary Crestar Financial Corporation 919 East Main Street Richmond, Virginia 23219 (804) 782-7738 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Lathan M. Ewers, Jr. Hunton & Williams 951 East Byrd Street Richmond, Virginia 23219-4074 (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 in light of market conditions and other factors. 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, 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 under the Securities Act, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------- Proposed Maximum Proposed Maximum Title of Each Class of Aggregate Amount Offering Price Per Aggregate Offering Amount of Securities to be Registered to be Registered Unit Price(1) Registration Fee - -------------------------------------------------------------------------------------------------------------------- Common Stock, $5 par value, per 124,298 $57.4375 $7,140,000 $2,107 share - -------------------------------------------------------------------------------------------------------------------- Preferred Share Purchase Rights(2) 62,149 rights N/A N/A N/A ====================================================================================================================
(1) This amount was calculated pursuant to Rule 457(c) on the basis of $57.4375 per share, which was the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on June 1, 1998. (2) The Rights to purchase Participating Cumulative Preferred Stock, Series C will be attached to and will trade with shares of the Common Stock of the Company. 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 this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Introductory Note This Amendment No. 1 is being filed to correct the consent of independent auditors filed as Exhibit 23.2. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 16. Exhibits 23.2 Consent of KPMG Peat Marwick LLP. 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 amendment to the registration statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on the 10th day of June, 1998. CRESTAR FINANCIAL CORPORATION (Registrant) By: /s/ Richard G. Tilghman ---------------------------------------- Richard G. Tilghman Chairman, Chief Executive Officer and Director (Principal Executive Officer) POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Linda F. Rigsby, Lathan M. Ewers, Jr. and David M. Carter, and each of them severally, as his true and lawful attorney-in-fact, for him and in his name, place and stead, to sign any and all amendments (including post-effective amendments) to this Registration Statement, to sign any Registration Statements filed pursuant to Rule 462(b) of the Securities Act of 1933, and to cause the same to be filed with the Securities and Exchange Commission, hereby granting to said attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact may do or cause to be done by virtue of these presents. Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below on the 10th day of June, 1998 by the following persons in the capacities indicated.
Signature Title ----------- ----- /s/ Richard G. Tilghman Chairman, Chief Executive Officer and Director ---------------------------------- (Principal Executive Officer) Richard G. Tilghman /s/ James M. Wells, III President, Chief Operating Officer 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 (Principal Accounting Officer) James D. Barr /s/ J. Carter Fox Director ---------------------------------- J. Carter Fox /s/ Charles R. Longsworth Director ---------------------------------- Charles R. Longsworth /s/ Patrick J. Maher Director ---------------------------------- Patrick J. Maher __________________________________ Director Frank E. McCarthy /s/ Paul D. Miller 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. __________________________________ Director Alfred H. Smith, Jr. ______________________________ Director Jeffrey R. Springer /s/ Eugene P. Trani Director ---------------------------------- Eugene P. Trani _________________________________ Director L. Dudley Walker _________________________________ Director Robert C. Wilburn /s/ Karen Hastie Williams Director ---------------------------------- Karen Hastie Williams
EXHIBIT INDEX Exhibit Number Exhibit Page - ------- ------- 23.2 Consent of KPMG Peat Marwick LLP. II-5 EX-23 2 EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS To Board of Directors Crestar Financial Corporation We consent to the use of our report included in Crestar Financial Corporation's Annual Report on Form 10-K for the year ended December 31, 1997 incorporated herein by reference and to the reference to our firm under the heading "Experts" in the Prospectus. Our report refers to our reliance on another auditors' report with respect to amounts related to Citizens Bancorp included in the aforementioned consolidated financial statements. Richmond, Virginia KPMG Peat Marwick LLP June 3, 1998 -----END PRIVACY-ENHANCED MESSAGE-----