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):
September 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) 332-7210
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(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 had
executed an Agreement and Plan of Merger (the "Agreement") under which Loyola
would merge into Crestar and 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 (the "Merger"). Crestar's
merger with Loyola is subject to the approval by bank regulators and Loyola
stockholders. The Merger 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.
Loyola is filing this Current Report on Form 8-K to report that it has
executed a First Amendment to the Agreement (the "Amendment"). The Amendment
was executed to reflect that Crestar and Loyola deemed it advisable to
commence branch closing procedures with respect to seven branches of Loyola
Federal Savings Bank, the principal subsidiary of Loyola, prior to the
effective date of the Merger. In consideration of Loyola's agreement to
commence such branch closing procedures, Crestar agreed in the Amendment to
waive certain conditions precedent to Crestar's obligations to commence the
Merger set forth in Section 5.2 of the Agreement. Specifically, Crestar
waived the following provisions of the Agreement: (1) the accuracy of
Loyola's representations and warranties in Article 2 of the Agreement, except
for Section 2.2 ("Organization and Capitalization of Loyola"), Section 2.3
("Rights, etc."), and Section 2.10 ("Absence of Certain Changes or Events");
(2) Loyola's performance of its covenants in Article IV of the Agreement,
except for Section 4.2 ("Conduct of Business of Loyola Pending the Closing
Date"), Section 4.9 ("Stockholders' Meeting"), and Section 4.13 ("Merger");
(3) the officer's certificate required by Section 5.2(b) the Agreement and
the opinion required by Section 5.2(d) of the Agreement to the extent each
covers the matters waived in (1) and (2), above; and (4) Section 5.2(3)
("State Securities or Blue Sky Laws").
The Amendment also redefined the terms "Material" and "Material Adverse
Effect" as defined in Section 8.1 of the Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
2.1 First Amendment to Agreement and Plan of Merger dated as of
September 30, 1995.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: October 10, 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
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2.1 First Amendment to Agreement and Plan of Merger dated as at 5
September 30, 1995