<PAGE>
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): March 16, 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 2. Acquisition or Disposition of Assets
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On March 16, 1994, CoreStates Financial Corp (the "Corporation") acquired
all of the outstanding shares of Constellation Bancorp ("Constellation"). The
acquisition was effected through a merger of Constellation with and into the
Corporation (the "Merger") in accordance with (i) an Amended and Restated
Agreement and Plan of Merger between the Corporation and Constellation dated as
of August 2, 1993 (the "Agreement"). The Agreement is attached as Appendix I
to Constellation's Proxy Statement, dated February 11, 1994 (the "Proxy
Statement"), which is Exhibit 2.1 hereto. The Articles of Merger dated March
16, 1994 are Exhibit 2.2 hereto. The statements herein are qualified in their
entirety by Exhibits 2.1 and 2.2, which are incorporated herein by reference.
In the Merger, shareholders of Constellation received 0.4137 share of
common stock of the Corporation, par value $1.00 per share ("Corporation
Common Shares"), for each outstanding share of common stock of Constellation,
no par value per share ("Constellation Common Shares"). A total of 11,288,051
Corporation Common Shares were issued in the Merger. In addition, each option
to purchase Constellation Common Shares outstanding under Constellation's
stock option plans was converted into an option to purchase the number of
Corporation Common Shares equal to the number of Constellation Common Shares
subject to such option multiplied by a formula to reflect the exchange ratio
for the Merger. The Merger is being treated for accounting purposes as a
pooling of interests.
Constellation, a bank holding company, was engaged through Constellation
Bank, N.A. and its subsidiaries in providing commercial banking services,
consumer banking services, financial and corporate services, trust services,
mortgage origination service, mortgage administration services and equipment
leasing services. The Corporation intends to continue such uses for the assets
of Constellation.
Item 7. Financial Statements and Exhibits
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(a) Consolidated Financial Statements of Constellation Bancorp and its
Subsidiaries.
(1) Consolidated Balance Sheets of Constellation Bancorp and its
Subsidiaries as of December 31, 1993 and 1992. (To be filed on Form 8-K/A as
soon as practicable, but not later than 60 days after this Form 8-K is filed).
(2) Consolidated Statements of Income of Constellation and its
Subsidiaries for the years ended December 31, 1993, 1992 and 1991. (To be
filed on Form 8-K/A as soon as practicable, but not later than 60 days after
this Form 8-K is filed.)
(3) Consolidated Statements of Changes in
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Shareholders' Equity of Constellation Bancorp and its Subsidiaries for the
years ended December 31, 1993, 1992 and 1991. (To be filed on Form 8-K/A as
soon as practicable, but not later than 60 days after this Form 8-K is filed.)
(4) Consolidated Statements of Cash Flows of Constellation Bancorp
and its Subsidiaries for the years ended December 31, 1993, 1992, and 1991.
(To be filed on Form 8-K/A as soon as practicable, but not later than 60 days
after this Form 8-K is filed.)
(5) Notes to Consolidated Financial Statements of Constellation
Bancorp and its Subsidiaries. (To be filed on Form 8-K/A as soon as
practicable, but not later than 60 days after this Form 8-K is filed).
(b) Pro Forma Financial Information (Unaudited).
(1) Pro Forma Condensed Combined Balance Sheet of the Corporation
as of December 31, 1993 (To be filed on Form 8-K/A as soon as practicable, but
not later than 60 days after this Form 8-K is filed.)
(2) Pro Forma Condensed Combined Statement of Income of the
Corporation for the fiscal years ended December 31, 1993, 1992 and 1991. (To
be filed on Form 8-K/A as soon as practicable, but not later than 60 days
after the date this Form 8-K is filed.)
(c) Exhibits.
(2.1) Amended and Restated Agreement and Plan of Merger, dated as
of August 2, 1993 between Constellation Bancorp and the Corporation,
incorporated herein by reference to Appendix I to the Proxy Statement -
Prospectus in the Corporation's Registration Statement on Form S-4,
Registration No. 33-51429.
(2.2) Articles of Merger, dated March 16, 1994.
SIGNATURE
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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 hereunto duly authorized.
CORESTATES FINANCIAL CORP
(Registrant)
By: /s/ David T. Walker
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David T. Walker
Deputy Chief Counsel
Dated: April 4, 1994
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<TABLE>
<CAPTION>
Exhibit Index
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Exhibit No. Page
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<S> <C> <C>
2.1 Amended and Restated Agreement Incorporated herein
and Plan of Merger between by reference to
Constellation and the Appendix I to the
Corporation. Proxy Statement-
Prospectus in Exhibit
2 of Corporation's
Registration
Statement on Form
S-4, Registration No.
33-51429
2.2 Articles of Merger dated 5
March 16, 1994
</TABLE>
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Microfilm Number EXHIBIT 2.2 Filed with the Department of State on
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March 16, 1994
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Entity Number 244063 ----------------------------------
---------- Secretary of the Commonwealth
ARTICLES OF MERGER-DOMESTIC BUSINESS CORPORATION
DSCB:15-1926(REV 90)
In compliance with the requirements of 15 Pa.C.S.(S) 1926 (relating to
articles of merger or consolidation), the undersigned business corporations,
desiring to effect a merger, hereby state that:
1. The name of the corporation surviving the merger is: CoreStates Financial
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Corp
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2. (Check and complete one of the following):
X The surviving corporation is a domestic business corporation and the (a)
--- address of its current registered office in this Commonwealth or (b)
name of its commercial registered office provider and the county of
venue is (the Department is hereby authorized to correct the following
information to conform to the records of the Department):
(a) N.E. Corner Broad and Chestnut Streets, Philadelphia, PA 19107
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Number and Street City State Zip
Philadelphia
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County
(b) c/o:
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Name of Commercial Registered Office Provider County
For a corporation represented by a commercial registered office
provider, the county in (b) shall be deemed the county in which the
corporation is located for venue and official publication purposes.
The surviving corporation is a qualified foreign business corporation
---
incorporated under the laws of and the (a) address of its
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current registered office in this Commonwealth or (b) name of its
commercial registered office provider and the county of venue is (the
Department is hereby authorized to correct the following information to
conform to the records of the Department):
(a)
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Number and Street City State Zip County
(b) c/o:
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Name of Commercial Registered Office Provider County
For a corporation represented by a commercial registered office
provider, the county in (b) shall be deemed the county in which the
corporation is located for venue and official publication purposes.
The surviving corporation is a nonqualified foreign business
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corporation incorporated under the laws of
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Number and Street City State Zip County
(PA.-1424 - 11/1/93)
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3. The name and the address of the registered office in this Commonwealth or
name of its commercial registered office provider and the county of venue
of each other domestic business corporation and qualified foreign business
corporation which is a party to the plan of merger are as follows:
Name of Corporation Address of Registered Office or County
Name of Commercial Registered Office Provider
Constellation Bancorp a New Jersey corporation not qualified in PA
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4. (Check, and if appropriate complete, one of the following):
X The plan of merger shall be effective upon filing these Articles of
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Merger in the Department of State.
The plan of merger shall be effective on at
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Date Hour
5. The manner in which the plan of merger was adopted by each domestic
corporation is as follows:
Name of corporation Manner of adoption
CoreStates Financial Corp - adopted by resolution of the Board of Directors
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of the corporation pursuant to 15 PA. C.S. (S)1924(b)(2)
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6. (Strike out this paragraph if no foreign corporation is a party to the
merger). The plan was authorized, adopted or approved, as the case may be,
by the foreign business corporation (or each of the foreign corporations)
party to the plan in accordance with the laws of the jurisdiction in which
it is incorporated.
7. (Check, and if appropriate complete, one of the following):
X The plan of merger is set forth in full in Exhibit A attached hereto
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and made a part hereof.
Pursuant to 15 Pa.C.S. (S) 1901 (relating to omission of certain
---
provisions from filed plans) the provisions, if any, of the plan of
merger that amend or constitute the operative Articles of
Incorporation of the surviving corporation as in effect subsequent to
the effective date of the plan are set forth in full in Exhibit A
attached hereto and made a part hereof. The full text of the plan of
merger is on file at the principal place of business of the surviving
corporation, the address of which is:
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Number and Street City State Zip
(PA. - 1424)
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IN TESTIMONY WHEREOF, the undersigned corporation or each undersigned
corporation has caused these Articles of Merger to be signed by a duly
authorized officer thereof this 16th day of March, 1994.
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CoreStates Financial Corp
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(Name of Corporation)
BY: /s/ David J. Martin
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David J. Martin
TITLE: Executive Vice President
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Constellation Bancorp
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(Name of Corporation)
BY: /s/ David J. Hughes
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David J. Hughes
TITLE: Secretary
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(PA. - 1424)
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