SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 28, 1995
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LOYOLA CAPITAL CORPORATION
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(Exact name of registrant as specified in its charter)
Maryland 0-15169 52-1479656
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
1300 North Charles Street
Baltimore, Maryland 21201-5705
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(Address of principal executive offices) (Zip Code)
(410) 787-3100
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(Registrant's telephone number)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Loyola Capital Corporation ("Loyola") and Crestar Financial Corporation
("Crestar") announced on April 28, 1995 the signing of a binding letter
agreement under which each of the approximately 8.1 million outstanding shares
of Loyola Common Stock would be exchanged for .69 shares of Crestar Common
Stock, subject to adjustment based on the price of Crestar Common Stock at the
time the merger is completed.
Crestar's acquisition of Loyola is subject to the execution of a definitive
agreement between the two institutions as well as approval by regulators and
Loyola stockholders. The acquisition is expected to be completed by year-end
1995 or shortly thereafter.
Loyola has granted Crestar an option to purchase approximately 1.6 million
shares of Loyola Common Stock for $25 per share, exercisable in certain events.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
2.1. Letter Agreement dated April 27, 1995.
2.2. Stock Option Agreement dated April 27, 1995.
99.1. Press Release dated April 28, 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: April 28, 1995 LOYOLA CAPITAL CORPORATION
By: /s/ James V. McAveney
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James V. McAveney
Executive Vice President,
Chief Financial Officer and Treasurer
EXHIBIT INDEX
PAGE
2.1 Letter Agreement dated April 27, 1995. 1
2.2 Stock Option Agreement dated April 27, 1995. 7
99.1 Press Release dated April 28, 1995. 14