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):
May 16, 1995
-------------------------------
LOYOLA CAPITAL CORPORATION
----------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 0-15169 52-1479656
------------ ----------- --------------
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
1300 North Charles Street
Baltimore, Maryland 21201-5705
---------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(410) 332-7210
------------------
(Registrant's telephone number)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Loyola Capital Corporation ("Loyola") previously filed a Current Report on
Form 8-K to report that 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. Loyola is filing this Current Report on Form 8-K to report that it
has executed an Agreement and Plan of Merger with Crestar. Crestar's
acquisition of Loyola is subject to the 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 Agreement and Plan of Merger dated May 16, 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: May ___, 1995 LOYOLA CAPITAL CORPORATION
By:
-------------------------------------
James V. McAveney
Executive Vice President,
Chief Financial Officer and Treasurer
EXHIBIT INDEX
PAGE
----
2.1 Agreement and Plan of Merger dated May 16, 1995. 5