<PAGE>
AMENDED
Rule 424 (b) (2)
File Nos. 33-54049
Pricing Supplement No. 96 Dated November 4, 1994
(To Prospectus dated September 15, 1994 and Prospectus Supplement dated
September 15, 1994).
$1,000,000,000
CORESTATES CAPITAL CORP
Senior Medium-Term Floating Rate Notes Due
Nine Months or More From Date of Issue
Unconditionally Guaranteed as to Payment of Principal, Premium,
if any, and interest by
CORESTATES FINANCIAL CORP
Cusip: 21869EEA9
Principal Amount: $15,000,000.00
Settlement Date: 11/08/94
Base Rate: FED FUNDS
Index Maturity: DAILY
Initial Interest Rate: 4.8 (4.69) FED FUND RATE 11/7/94
Spread or Spread Multiplier, if applicable: PLUS 11 BPS
Interest Rate Reset Dates: DAILY (USING PRIOR DAY'S
EFFECTIVE FUNDS DATE)
Interest Payment Dates: THIRD WEDNESDAY OF EACH QUARTER
(MAR., JUNE, SEPT., DEC.)
FIRST COUPON 12/21/94
Stated Maturity Date: 11/08/96
Maximum Interest Rate, if any:
Minimum Interest Rate, if any:
Alternate Rate Event Spread, if any:
Initial Redemption Date, if any:
Initial Redemption Percentage, if any:
Annual Redemption Percentage Reduction, if any:
Optional Repayment Dates, if any:
PAGE 1 OF 3
***REVERSE INQUIRY MEDIUM TERM NOTE:DONALDSON, LUFKIN & JENRETTE
<PAGE>
MTN Pricing Supplement
RECENT DEVELOPMENTS
The following is unaudited consolidated financial information for
CoreStates Financial Corp ("CoreStates") and its subsidiaries for the three and
six-month periods ended June 30, 1994 and 1993. The following financial
information should be read in conjunction with the second quarter of 1994 Form
10-Q and with the financial information for the three and six-month periods
ended June 30, 1994 contained in CoreStates' current report on Form 8-K dated
August 22, 1994. These reports are incorporated by reference in the
accompanying prospectus. See "Incorporation of Certain Documents by Reference"
in the accompanying prospectus. Prior year data have been restated to include
the consolidated accounts of Constellation Bancorp ("Constellation"), which was
acquired on March 16, 1994, and Independence Bancorp, Inc. ("Independence"),
which was acquired on June 27, 1994. Both transactions were accounted for as
pooling of interests. Financial data for the fourth quarter of 1993 and the
first quarter of 1994 have been restated subsequent to the release of 1994 first
quarter earnings to reflect merger-related charges of $127.8 million after-tax,
or $0.89 per share, related to the Constellation acquisition in the first
quarter of 1994, rather than in the fourth quarter of 1993 as previously
reported. This restatement was made in response to a comment provided by the
Securities and Exchange Commission staff who believe that these charges should
be reflected in the quarter that the acquisition was consummated. This
restatement has no effect on CoreStates' financial position as reported for
either March 31, 1994 or June 30, 1994. It also has no effect on CoreStates'
basic operating results, excluding the one-time merger-related charges, over the
last three quarters.
During the first quarter of 1994, Independence recognized a $3,430,000, or
$0.02 per share, after-tax impairment loss on certain mortgage securities as a
cumulative effect of a change in accounting principle. The loss was the result
of a write-down to fair value of these securities, which were deemed to be
impaired. This resulted from the Financial Accounting Standards Board's
("FASB") 1994 interpretation of Statement of Financial Accounting Standards No.
115 ("FAS 115"). The interpretation, reached by a consensus of the FASB
Emerging Issues Task Force in March 1994, requires more definitive criteria for
recognition of impairment losses on these types of securities.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- --------------------
1994 1993 1994 1993
---- ---- ---- ----
(in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Selected income data:
Net interest income........................ $349,665 $331,667 $678,003 $653,617
Provision for losses on loan............... 49,995 30,825 196,900 61,550
Income before cumulative effect of a change
in accounting principle.................... 63,091/(a)/ 91,391 33,096/(a)/ 171,672
Net Income.................................. 63,091 91,391 29,666/(b)/ 158,662/(c)/
Per Share:
Income before cumulative effect of a change
in accounting principle.................... 0.44 0.63 0.23 1.18
Net income.................................. 0.44 0.63 0.21/(b)/ 1.09/(c)/
</TABLE>
/(a)/Excluding after-tax merger-related charges of $127.8 million or $0.89
per share recorded in the first quarter of 1994 for the Constellation
acquisition and $39.6 million or $0.28 per share recorded in the second quarter
of 1994 for the Independence acquisition, selected financial results for the
second quarter and six months of 1994 follows:
<TABLE>
<CAPTION>
1994
--------------------------------
Three Months Six Months
------------ ------------
<S> <C> <C>
Income before cumulative effect
a change in accounting principle..... $102,738 $200,543
Per share............................. $0.72 $1.40
</TABLE>
/(b)/Reflects Independence's writedown to fair value for certain mortgage
securities deemed to be impaired under FASB's 1994 interpretation of FAS 115.
/(c)/Reflects the adoption of Statement of Financial Accounting Standards No.
112, "Employers' Accounting for Postemployment Benefits" ("FAS 112"). As
required under FAS 112, CoreStates recognized the January 1, 1993 transitional
liability of $20.0 million pre-tax, $13.0 million after-tax, as the cumulative
effect of a change in accounting principle in the first quarter of 1993.
PAGE 2 OF 3
<PAGE>
MTN Pricing Supplement
RECENT DEVELOPMENTS - continued
The ratio of earnings from continuing operations before income taxes to
fixed charges of continuing operations for the six months ended June 30, 1994
was as follows:
Combined CoreStates (parent company)
and CoreStates Capital................. 1.86x
CoreStates consolidated:
Excluding interest on deposits......... 1.65
Including interest on deposits......... 1.22
Second Quarter Results
- ----------------------
CoreStates consummated its acquisition of Independence on June 27, 1994 and
its acquisition of Constellation Bancorp on March 16, 1994. Upon consummation
of the Independence acquisition, Independence recorded merger-related charges in
the second quarter of 1994 in connection with a change in strategic direction
related to problem assets and to conform its consumer lending charge-off
policies to those of CoreStates, and for expenses attributable to the
acquisition. These merger-related charges totalled $39.9 million after-tax, or
$0.28 per share. On a pre-tax basis, the merger-related charges consisted of a
$25.0 million provision for loan losses, a $4.0 million addition to the OREO
reserve, and $29.7 million for expenses directly attributable to the
acquisition.
Net income for the second quarter of 1994 was $63.1 million, or $0.44 per
share, compared to $91.4 million, or $0.63 per share for the second quarter of
1993. Excluding the Independence merger-related charges recorded in the second
quarter of 1994, which totalled $39.9 million after-tax, or $0.28 per share,
income for the second quarter of 1994 was $102.7 million, or $0.72 per share.
Total non-interest income for the second quarter of 1994 increased $1.7
million, or 1.2%, from the second quarter of 1993. Excluding the impact of
securities gains, non-interest income decreased $2.1 million, or 1.5% compared
to the prior year second quarter. This 1.5% decrease resulted principally from a
$1.6 million, or 6.2% decrease in trust income and a $9.0 million, or 27.9%
decrease in other operating income reflecting a $5.0 million gain recorded on
the prepayment of long-term debt in the second quarter of 1993. However, the
second quarter of 1994 does reflect continuing increases in revenues from
CoreStates' fee-based businesses other than trust including a $1.5 million, or
3.4%, increase in service charges on deposit accounts and a $2.2 million, or
13.0%, increase in fees for international services. Also contributing to the
second quarter of 1994 was income related to CoreStates' investment in
Electronic Payment Services, Inc. ("EPS"). That investment was restructured in
December 1993, adding $3.0 million to revenue each quarter for the next ten
years, representing recognition of deferred gains from CoreStates' contribution
of its former electronic payment service businesses to EPS.
Investment securities gains in the second quarter of 1994 were $3.0 million
compared to $0.7 million of losses in the prior year second quarter. The second
quarter of 1994 includes gains of $4.6 million recorded on sales of certain bank
stock investments. The prior year second quarter principally reflects the net
losses recorded on domestic equity investments.
Total non-financial expenses were $341.1 million in the second quarter of
1994, an increase of $35.8 million, or 11.7% from the second quarter of 1993,
primarily reflecting $33.7 million in merger-related charges for the
Independence acquisition. Excluding the merger-related charges, non-financial
expenses increased less than 1%.
Excluding the $25.0 million provision recorded by Independence resulting
from a change in strategy related to problem assets, the provision for losses on
loans for the second quarter of 1994 was $5.8 million lower than the provision
recorded for the second quarter of 1993. The decrease in the provision for
losses on loans resulted from the continued improvement in credit quality
outlook and credit quality indicators, including a decline in non-performing
assets of $148.9 million, or 29.7%, from March 31, 1994. The decline in
non-performing assets from March 31, 1994 resulted primarily from a bulk sale of
loans and charge-offs reflecting actions related to the strategy to dispose of
problem assets acquired with Constellation. At June 30, 1994 non-performing
assets were $352.1 million, compared to $501.0 million at March 31, 1994 and
$438.7 million at December 31, 1993.
Consolidated total assets at June 30, 1994 were $27.5 billion. The June 30,
1994 tier 1 capital ratio, total capital ratio and tier 1 leverage ratio at
9.0%, 13.1% and 7.6% respectively, were well in excess of regulatory guidelines.
PAGE 3 OF 3
