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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 Act of 1934
Date of Report (Date of earliest event reported): July 14, 1994
CoreStates Financial Corp
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(Exact name of registrant specified in its Charter)
Pennsylvania 0-6879 23-1899716
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(State or other (Commission (IRS Employee
jurisdiction of File Number) identification No.)
incorporation)
Centre Square West, 1500 Market Street
Philadelphia, Pennsylvania 19101
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(Address of principal executive offices) (Zip Code)
Registrant's telephone, including area code: (215) 973-3806
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(Former name and former address, if changed since last report)
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Item 5. Other Events.
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Amendment No. 1 dated July 14, 1994 to the Agreement and Plan of Merger
between CoreStates Financial Corp and Germantown Savings Bank Dated May 7, 1994
is filed herewith as Exhibit 2.
Item 7. Exhibits
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2 Amendment No. 1 dated July 14, 1994 to the Agreement and Plan of
Merger between CoreStates Financial Corp and Germantown Savings Bank
Dated May 7, 1994.
CORESTATES FINANCIAL CORP
(Registrant)
By /s/David T. Walker
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David T. Walker
Deputy Chief Counsel
Dated: August 3, 1994
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Exhibit Index
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Exhibit No. Page
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2 Amendment No. 1 dated July
14, 1994 to the Agreement
and Plan of Merger between
CoreStates Financial Corp
and Germantown Savings
Bank Dated May 7, 1994. 4
Page 3 of 5
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Exhibit 2
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER ("Amendment No.
1") is made this 14th day of July, 1994, by and between CORESTATES FINANCIAL
CORP, a Pennsylvania corporation ("Acquiror") and GERMANTOWN SAVINGS BANK, a
Pennsylvania capital stock savings bank ("Acquiree").
WHEREAS, Acquiror and Acquiree are parties to that certain Agreement
and Plan of Merger dated May 7, 1994 (as amended from time to time, the
"Agreement"), providing for the acquisition of Acquiree by Acquiror; and
WHEREAS, Acquiror and Acquiree have agreed to amend the Agreement as
set forth herein, subject to the terms and conditions hereof.
NOW THEREFORE, in consideration of the foregoing premises and of the
mutual covenants, representations, warranties and agreements herein contained,
the parties, intending to be legally bound hereby, agree as follows:
1. Definitions. Capitalized terms used herein and not otherwise
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defined herein shall have the meanings ascribed thereto in this Agreement.
2. Amendment to Section 4.2 (Conduct of the Business of Acquiree
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Pending the Closing Date). The parenthetical clause in the second clause of
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Section 4.2(c)(ii) is hereby amended and restated to read in its entirety as
follows:
(the record dates for which shall be May 12, 1994, August 15, 1994,
and thereafter the sixth day of September, December, March and June,
as applicable)
3. Miscellaneous.
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a. This Amendment No. 1 shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania, without regard to
the conflict of laws rules thereof.
b. This Amendment No. 1 may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.
c. Except as otherwise expressly provided herein or in or
pursuant to the Merger Agreement, this Amendment No. 1 contains the entire
agreement between the parties with respect to the transactions contemplated
hereunder and supersedes all prior arrangements or understandings with respect
thereto, written or
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oral. The terms and conditions of this Amendment No. 1 shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and assigns. Nothing in this Amendment No. 1, expressed or implied,
is intended to confer upon any party, other than the parties hereto, and their
respective successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this Amendment No. 1, except as expressly
provided herein.
IN WITNESS WHEREOF, each of Acquiror and Acquiree have executed this
Agreement as of the date first above written.
CORESTATES FINANCIAL CORP
By: /s/ Jorge A. Leon
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Name: Jorge A. Leon
Title: Senior Vice President
GERMANTOWN SAVINGS BANK
By: /s/ Martin I. Kleppe
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Name: Martin I. Kleppe
Title: President
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