COMMONWEALTH BANCORP INC
8-K, 1996-07-11
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                     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



                                June 28, 1996
- --------------------------------------------------------------------------------
                      (Date of earliest event reported)


                         Commonwealth Bancorp, Inc.
- --------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)


Pennsylvania                               0-27942                    23-2828883
- --------------------------------------------------------------------------------
(State or other jurisdiction      (Commission File Number)         (IRS Employer
of incorporation)                                            Identification No.)
                               

P.O. Box 2100
70 Valley Stream Parkway, Valley Forge, Pennsylvania                     19482  
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)


                               (610) 251-1600
- --------------------------------------------------------------------------------
            (Registrant's telephone number, including area code)

                                      
                               Not Applicable
- --------------------------------------------------------------------------------
    (Former name, former address and former fiscal year, if changed since
                                last report)





                               Page 1 of 4 Pages.
                        Exhibit Index appears on page 2.
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ITEM 5.          OTHER EVENTS

         On June 28, 1996, Commonwealth Savings Bank ( the "Bank"), a wholly
owned subsidiary of Commonwealth Bancorp. Inc. (the "Registrant"), completed
the acquisition of eleven former branch offices of Meridian Bank located in
Berks County (ten offices) and Lebanon County (one office), Pennsylvania from
CoreStates Bank, which were divested in connection with the merger of Meridian
Bank and CoreStates Bank (the "Branch Acquisition").  In connection with this
transaction, the Bank assumed approximately $380 million of deposits and
acquired approximately $121 million of single-family residential, commercial
and consumer loans, and acquired approximately $3 million of real property.  In
the Branch Acquisition, the Bank received approximately $216 million of cash,
net of a deposit premium of approximately $40 million.

          For additional information, reference is made to the Press Release,
dated June 28, 1996, which is attached hereto as Exhibit 99 and is incorporated
herein by reference.

ITEM 7.          FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND 
                 EXHIBITS

         (a)     Financial Statements.

                 Not Applicable.

         (b)     Pro Forma Financial Information.

                 Pro forma financial information of the Registrant adjusted to
give effect to the Branch Acquisition was previously included in the
Registrant's Post-Effective Amendment No. 2 to Registration Statement on Form
S-4 (File No. 33-80561) filed with the Commission on May 9, 1996 and is
incorporated herein by reference.

         (c)     Exhibits:

                  10      Branch Sale Agreement Between Commonwealth Savings
                          Bank and Meridian Bank dated April 5, 1996*

                  99      Press Release, dated June 28, 1996

- -----------
* Incorporated herein by reference form Post-Effective Amendment No.1 to
Registration Statement on Form S-4 (File No. 33-80561) filed by the Registrant
with the Commission on April 19, 1996.





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<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:  July 11, 1996         By:   /s/Patrick J. Ward                
                                   ----------------------------------
                                   Patrick J. Ward
                                   Senior Vice President and Chief 
                                   Financial Officer





                                       3

<PAGE>   1
                                                                      EXHIBIT 99

                     [COMMONWEALTH SAVINGS BANK LETTERHEAD]

For release:              IMMEDIATELY
Contact:                  AT COMMONWEALTH
                          Patrick J. Ward, Chief Financial Officer
                          (610) 251-1510
         or               Tom Yaegel
                          TOM YAEGEL ASSOCIATES, INC.
                          (215) 322-5330

                  COMMONWEALTH SAVINGS BANK COMPLETES PURCHASE
                        OF ELEVEN MERIDIAN BANK OFFICES

VALLEY FORGE, PA, JUNE 28, 1996 -- Commonwealth Savings Bank (NASDAQ:CMSB)
today announced the completion of its previously announced purchase of eleven
former Meridian Bank branches located in Berks and Lebanon Counties,
Pennsylvania.  Included in the acquisition are approximately $400 million in
deposits as well as $123 million in loans.  The acquisition will significantly
increase Commonwealth's presence in Berks County and is consistent with the
Bank's strategy of controlled growth within its target market area.  These
branches will become fully operational under Commonwealth's name on Monday,
July 1, 1996.

Commonwealth's Chairman and Chief Executive Officer, Charles H. Meacham
stated, "We feel that we have capitalized on a rare and excellent opportunity
to significantly increase our market share with a solid customer base in a very
good banking market.  The acquisition will enhance the value of our community
banking franchise increasing our retail distribution network in Southeastern
Pennsylvania to 51 branches.  We are excited about this opportunity to expand
our ability to serve the consumer and small business banking needs of the Berks
and Lebanon County areas."

Commonwealth is a 55-year old full-service financial institution headquartered
in Valley Forge, Pennsylvania with branch offices located in Berks, Chester,
Bucks, Lehigh, Montgomery, Delaware and Philadelphia Counties.  The Bank also
conducts business through ComNet Mortgage Services Inc., a wholly-owned
mortgage banking subsidiary with six loan origination offices located in
Pennsylvania, New Jersey, Rhode Island and Connecticut.

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