-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, nlMWL5oUCf8nGGQL01ViWi1KJQr7hBO50LwKvWZz7vJPA5CvSSoS16Gz0jOM/8ft h4p2medP3LTYOrRxvAiEiA== 0000916641-94-000069.txt : 19940804 0000916641-94-000069.hdr.sgml : 19940804 ACCESSION NUMBER: 0000916641-94-000069 CONFORMED SUBMISSION TYPE: S-3D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIGNET BANKING CORP CENTRAL INDEX KEY: 0000009659 STANDARD INDUSTRIAL CLASSIFICATION: 6022 IRS NUMBER: 546037910 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3D SEC ACT: 1933 Act SEC FILE NUMBER: 033-54803 FILM NUMBER: 94540825 BUSINESS ADDRESS: STREET 1: 7 N EIGHTH ST STREET 2: PO BOX 25970 CITY: RICHMOND STATE: VA ZIP: 23260 BUSINESS PHONE: 8047472000 MAIL ADDRESS: STREET 1: 7 N EIGHTH ST STREET 2: PO BOX 25970 CITY: RICHMOND STATE: VA ZIP: 23260 FORMER COMPANY: FORMER CONFORMED NAME: BANK OF VIRGINIA CO DATE OF NAME CHANGE: 19860717 FORMER COMPANY: FORMER CONFORMED NAME: VIRGINIA COMMONWEALTH BANKSHARES INC DATE OF NAME CHANGE: 19721020 FORMER COMPANY: FORMER CONFORMED NAME: VIRGINIA COMMONWEALTH CORP DATE OF NAME CHANGE: 19701113 S-3 1 SIGNET S-3 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. P R O S P E C T U S [LOGO] 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 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. 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 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. 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 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 EX-5 2 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 EX-23 3 EXHIBIT 23(A) 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 -----END PRIVACY-ENHANCED MESSAGE-----