<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
/ X / OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
QUARTERLY PERIOD ENDED MARCH 31, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION
PERIOD FROM ________________ TO _________________.
Commission file number: 0-27942
COMMONWEALTH BANCORP, INC.
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2828883
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
P.O. Box 2100, 70 Valley Stream Parkway
Valley Forge, Pennsylvania 19482
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(Address of principal executive offices) (Zip Code)
(610) 251-1600
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(Registrant's telephone number, including area code)
Indicate by checkmark whether Registrant (a) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such report(s) and (b) has been subject to such filing
requirements for at least 90 days.
YES NO X
----- -----
Number of shares of Common Stock outstanding as of May 9, 1996: 100
The Registrant was formed by Commonwealth Savings Bank in connection with the
proposed conversion of Commonwealth Mutual Holding Company from the mutual to
stock form and the reorganization of the Bank as a subsidiary of the
Registrant. This Quarterly Report on Form 10-Q is being filed pursuant to
Section 15(d) of the Securities Exchange Act of 1934.
<PAGE> 2
PART I FINANCIAL INFORMATION
Item 1: Financial Statements.
See Appendix A attached hereto.
Item 2: Management's Discussion and Analysis
Commonwealth Bancorp, Inc. (the "Registrant" or the "Company") was
incorporated on December 11, 1995 by Commonwealth Savings Bank (the "Bank") in
connection with the proposed conversion of Commonwealth Mutual Holding Company
the Bank from the mutual to stock form and the reorganization of the Bank as a
subsidiary of the Company. The Company was organized by the Bank to accomplish
the conversion and reorganization pursuant to which the Company would become
the Bank's holding company. Upon consummation of the conversion and
reorganization, the Company will become the owner of all of the issued and
outstanding shares of the common stock of the Bank, and the shares of the
Company will be sold to the public and exchanged for shares of outstanding
shares of common stock of the Bank. The Company has not conducted any
operations since its incorporation.
PART II OTHER INFORMATION
Item 1: Legal Proceedings
Not applicable.
Items 2 - 6:
Not applicable.
<PAGE> 3
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.
COMMONWEALTH BANCORP, INC.
Date: May 9, 1996 By: /s/ Charles H. Meacham
---------------------------------
Charles H. Meacham, Chairman
and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Patrick J. Ward
---------------------------------
Patrick J. Ward
Senior Vice President and
Chief Financial Officer
<PAGE> 4
APPENDIX A
COMMONWEALTH BANCORP, INC.
STATEMENT OF FINANCIAL CONDITION
(UNAUDITED)
<TABLE>
<CAPTION>
March 31, 1996
--------------
<S> <C>
ASSETS:
Due from Commonwealth Savings Bank (Note 1) $1,000
-----
Total Assets $1,000
=====
LIABILITIES AND STOCKHOLDER'S EQUITY:
Stockholder's Equity:
Preferred Stock, $0.10 par
value, Authorized-5,000,000
shares; Issued and Outstanding - None
$ -
Common Stock, $0.10 par value,
Authorized - 30,000,000 shares; Issued
and Outstanding - 100 shares
10
Additional Paid in Capital $ 990
----
Total Stockholder's Equity $1,000
=====
Total Liabilities and
Stockholder's Equity $1,000
=====
</TABLE>
<PAGE> 5
COMMONWEALTH BANCORP, INC.
STATEMENT OF INCOME
(UNAUDITED)
For the period January 1, 1996 to March 31, 1996
Net Income $ 0
--------
<PAGE> 6
COMMONWEALTH BANCORP, INC.
STATEMENT OF STOCKHOLDER'S EQUITY
(Unaudited)
For the period January 1, 1996 to March 31, 1996
<TABLE>
<CAPTION>
Additional
Common Stock Paid in Capital Total
------------ --------------- -----
<S> <C> <C> <C>
Balance at
January 1, 1996 $ 10 $ 990 $ 1,000
Receivable due from
the sale of Common
Stock $ 0 $ 0 $ 0
- - -
Balance at
March 31, 1996 $ 10 $ 990 $ 1,000
-- === =====
</TABLE>
<PAGE> 7
COMMONWEALTH BANCORP, INC.
STATEMENT OF CASH FLOWS
(Unaudited)
For the period January 1, 1996 to March 31, 1996
<TABLE>
<S> <C>
Funds were provided by:
Financing Activities:
Receivable due from sale of
Common Stock $1,000
-----
Funds provided by financing activities $1,000
=====
Funds were used for:
Increase in non-earning assets:
Due from Commonwealth Savings Bank $1,000
-----
Total funds used $1,000
=====
</TABLE>
<PAGE> 8
COMMONWEALTH BANCORP, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1
Incorporation and Organization
Commonwealth Savings Bank (the "Company") was incorporated on December
11, 1995 by Commonwealth Savings Bank (the "Bank") in connection with a
proposed conversion of Commonwealth Mutual Holding Company from the mutual to
the stock form and reorganization of the Bank as a subsidiary of the Company.
The Company has not conducted any operations since its incorporation.
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
STATEMENTS OF FINANCIAL CONDITION AT MARCH 31, 1996 AND SEPTEMBER 30, 1995;
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED MARCH
31, 1996 AND 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM
10-Q QUARTER ENDED MARCH 31, 1996
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,000
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 1,000
<DEPOSITS> 0
<SHORT-TERM> 0
<LIABILITIES-OTHER> 0
<LONG-TERM> 0
0
0
<COMMON> 1,000
<OTHER-SE> 0
<TOTAL-LIABILITIES-AND-EQUITY> 1,000
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> 0
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 0
<INCOME-PRETAX> 0
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
