<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 7, 1994
REGISTRATION NO. 33-55505
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
CORESTATES FINANCIAL CORP
(EXACT NAMES OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PENNSYLVANIA 6711 23-1899716
(STATE OR OTHER (PRIMARY STANDARD (I.R.S.
JURISDICTION OF INDUSTRIAL EMPLOYERIDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION NO.)
ORGANIZATION)
PHILADELPHIA NATIONAL BANK BUILDING
BROAD AND CHESTNUT STREETS
PHILADELPHIA, PA 19107
(215) 973-5680
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
DAVID T. WALKER
DEPUTY CHIEF COUNSEL
CORESTATES FINANCIAL CORP
F.C. 1-1-17-1
P.O. BOX 7618
PHILADELPHIA, PENNSYLVANIA 19101-6187
215-973-5680
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
---------------
COPIES TO:
L. GARRETT DUTTON, JR., ESQ. RONALD GOLDSTEIN, ESQ.
PEPPER, HAMILTON & SCHEETZ GENERAL COUNSEL
3000 TWO LOGAN SQUARE GERMANTOWN SAVINGS BANK
PHILADELPHIA, PA 19103-2799 ONE BELMONT AVENUE
(215) 981-4041 BALA CYNWYD, PA 19004-1646
(610) 660-8459
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after effective date of this Registration Statement and upon
consummation of the merger of Germantown Savings Bank ("GSB") with and into a
subsidiary of the Registrant as described herein (the "Merger").
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
THIS REGISTRATION STATEMENT ALSO RELATES TO AN INDETERMINATE NUMBER OF SHARES
OF CORESTATES FINANCIAL CORP COMMON STOCK, $1.00 PAR VALUE, THAT MAY BE ISSUED
UPON STOCK SPLITS, STOCK DIVIDENDS, OR SIMILAR TRANSACTIONS IN ACCORDANCE WITH
RULE 416.
REGISTRANT FILES THIS AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT
SOLELY FOR THE PURPOSE OF FILING EXHIBITS 8, 23(E) AND 99(A) TO THE
REGISTRATION STATEMENT.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<C> <S>
2(a) --Agreement and Plan of Merger, as amended, dated as of the 7th of
March, 1994, is Annex A to the Proxy Statement-Prospectus included in
Part I and is incorporated herein by reference.
2(b) --Agreement to Merge dated , 1994, is Annex B to the Proxy
Statement-Prospectus included in Part I and is incorporated herein by
reference.
3(a) --The rights of the holders of CoreStates Financial Corp Common Stock
are contained in the Articles of Incorporation of CoreStates
Financial Corp as amended through May 3, 1993, filed as Exhibit 3(a)
to the CoreStates Financial Corp Current Report on Form 8-K dated
October 21, 1993 and incorporated herein by reference.
3(b) --Bylaws of CoreStates Financial Corp as amended through April 20,
1993, filed as Exhibit 3(b) to the CoreStates Financial Corp Current
Report on Form 8-K dated October 21, 1993, and incorporated herein by
reference.
** 5 --Opinion with consent of David J. Martin regarding legality of
securities being registered
* 8 --Opinion with consent of Pepper, Hamilton & Scheetz regarding certain
tax matters.
12(a) --CoreStates Financial Corp and Subsidiaries Computation of Ratio of
Earnings From Continuing Operations to Fixed Charges of Continuing
Operations filed as Exhibit 12.1 to the Report on Form 10-Q for the
quarter ended June 30, 1994 and incorporated herein by reference.
12(b) --CoreStates Financial Corp Computation of Ratio of Earnings to Fixed
Charges Combined CoreStates (Parent Company) and CoreStates Capital
filed as Exhibit 12.2 to the Report on Form 10-Q for the quarter
ended June 30, 1994 and incorporated herein by reference.
**23(a) --Consent of Ernst & Young LLP with respect to CoreStates Financial
Corp.
**23(b) --Consent of KPMG Peat Marwick LLP with respect to Constellation
Bancorp.
**23(c) --Consent of Coopers & Lybrand LLP with respect to Independence
Bancorp, Inc. & Germantown Savings Bank.
**23(d) --Consent of Deloitte & Touche LLP with respect to Germantown Savings
Bank.
*23(e) --Consent of Alex. Brown & Sons Inc.
**24 --Powers of Attorney.
*99(a) --Draft Proxy Card.
99(b) --Stock Option Agreement dated as of the 7th of March, 1994, is Annex
C to the Proxy Statement-Prospectus included in Part I and is
incorporated herein by reference.
99(c) --Opinion of Alex. Brown & Sons Inc. is Annex D to the Proxy
Statement-Prospectus included in Part I and is incorporated herein by
reference.
99(d) --GSB Annual Report filed with the FDIC on Form F-2 for the year ended
December 31, 1993 (which includes portions of the 1993 Annual Report
to Shareholders) is Annex F to the Proxy Statement-Prospectus
included in Part I and is incorporated herein by reference.
**99(e) --GSB Current Report filed with the FDIC on Form F-3 dated March 10,
1994.
**99(f) --GSB Current Report filed with the FDIC on Form F-3 dated August 1,
1994.
**99(g) --GSB Quarterly Report filed with the FDIC on Form F-4 for the quarter
ended March 31, 1994.
99(h) --GSB Quarterly Report filed with the FDIC on Form F-4 for the quarter
ended June 30, 1994 is Annex G to the Proxy Statement-Prospectus
included in Part I and is incorporated herein by reference.
</TABLE>
- --------
* Filed herewith.
** Previously filed.
II-1
<PAGE>
SIGNATURES
CORESTATES FINANCIAL CORP
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, CORESTATES FINANCIAL CORP
HAS DULY CAUSED THIS AMENDMENT NO. 1 TO REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
PHILADELPHIA, COMMONWEALTH OF PENNSYLVANIA, ON OCTOBER 7, 1994.
CORESTATES FINANCIAL CORP
/s/ Terrence A. Larsen
By: _________________________________
TERRENCE A. LARSEN
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURES CAPACITY DATE
---------- -------- ----
<S> <C> <C>
* Director, Chairman of October 7, 1994
- --------------------------------- the Board, President
TERRENCE A. LARSEN and Chief Executive
Officer (principal
executive officer)
/s/ David C. Carney Chief Financial October 7, 1994
- --------------------------------- Officer (principal
DAVID C. CARNEY financial officer)
* Executive Vice October 7, 1994
- --------------------------------- President (principal
ALBERT W. MANDIA accounting officer)
* Director October 7, 1994
- ---------------------------------
GEORGE A. BUTLER
* Director October 7, 1994
- ---------------------------------
ROBERT H. CAMPBELL
* Director October 7, 1994
- ---------------------------------
NELSON G. HARRIS
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES CAPACITY DATE
---------- -------- ----
<S> <C> <C>
* Director October 7, 1994
- ---------------------------------
CARLTON E. HUGHES
* Director October 7, 1994
- ---------------------------------
SHIRLEY A. JACKSON
* Director October 7, 1994
- ---------------------------------
ERNEST E. JONES
* Director October 7, 1994
- ---------------------------------
HERBERT LOTMAN
* Director October 7, 1994
- ---------------------------------
PATRICIA A. MCFATE
* Director October 7, 1994
- ---------------------------------
JOHN A. MILLER
* Director October 7, 1994
- ---------------------------------
MARLIN MILLER, JR.
* Director October 7, 1994
- ---------------------------------
STEPHANIE W. NAIDOFF
* Director October 7, 1994
- ---------------------------------
SEYMOUR S. PRESTON, III
* Director October 7, 1994
- ---------------------------------
JAMES M. SEABROOK
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES CAPACITY DATE
---------- -------- ----
<S> <C> <C>
* Director October 7, 1994
- ---------------------------------
J. LAWRENCE SHANE
* Director October 7, 1994
- ---------------------------------
RAYMOND W. SMITH
* Director October 7, 1994
- ---------------------------------
HAROLD A. SORGENTI
- --------------------------------- Director
PETER S. STRAWBRIDGE
</TABLE>
* By: /s/ David C. Carney
-----------------------------
ATTORNEY-IN-FACT
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
----------- ----------- ----
<C> <S> <C>
2(a) Agreement and Plan of Merger, as amended, dated as of the
7th of March, 1994, is Annex A to the Proxy Statement-
Prospectus included in Part I and is incorporated herein
by reference
2(b) Agreement to Merge dated , 1994, is Annex B to the Proxy
Statement-Prospectus included in Part I and is
incorporated herein by reference
3(a) The rights of the holders of CoreStates Financial Corp
Common Stock are contained in the Articles of
Incorporation of CoreStates Financial Corp as amended
through May 3, 1993, filed as Exhibit 3(a) to the
CoreStates Financial Corp Current Report on Form
8-K dated October 21, 1993 and incorporated herein by
reference
3(b) Bylaws of CoreStates Financial Corp as amended through
April 20, 1993, filed as Exhibit 3(b) to the CoreStates
Financial Corp Current Report on Form 8-K dated October
21, 1993, and incorporated herein by reference
**5 Opinion with consent of David J. Martin regarding legality
of securities being registered
*8 Opinion with consent of Pepper, Hamilton & Scheetz
regarding certain tax matters
12(a) CoreStates Financial Corp and Subsidiaries Computation of
Ratio of Earnings From Continuing Operations to Fixed
Charges of Continuing Operations filed as Exhibit 12.1 to
the Report on Form 10-Q for the quarter ended June 30,
1994 and incorporated herein by reference
12(b) CoreStates Financial Corp Computation of Ratio of Earnings
to Fixed Charges Combined CoreStates (Parent Company) and
CoreStates Capital filed as Exhibit 12.2 to the Report on
Form 10-Q for the quarter ended June 30, 1994 and
incorporated herein by reference
**23(a) Consent of Ernst & Young LLP with respect to CoreStates
Financial Corp.
**23(b) Consent of KPMG Peat Marwick LLP with respect to
Constellation Bancorp
**23(c) Consent of Coopers & Lybrand LLP with respect to
Independence Bancorp, Inc and Germantown Savings Bank
**23(d) Consent of Deloitte & Touche LLP with respect to Germantown
Savings Bank
*23(e) Consent of Alex. Brown & Sons Inc.
**24 Powers of Attorney
*99(a) Draft Proxy Card
99(b) Stock Option Agreement dated as of the 7th of March, 1994,
is Annex C to the Proxy Statement-Prospectus included in
Part I and is incorporated herein by reference
99(c) Opinion of Alex. Brown & Sons Inc. is Annex D to the Proxy
Statement-Prospectus included in Part I and is
incorporated herein by reference
99(d) GSB Annual Report filed with the FDIC on Form F-2 for the
year ended December 31, 1993 (which includes the 1993
Annual Report to Shareholders) is Annex F to the Proxy
Statement-Prospectus included in Part I and is
incorporated herein by reference
**99(e) GSB Current Report filed with the FDIC on Form F-3 dated
March 10, 1994
**99(f) GSB Current Report filed with the FDIC on Form F-3 dated
August 1, 1994
**99(g) GSB Quarterly Report filed with the FDIC on Form F-4 for
the quarter ended March 31, 1994
99(h) GSB Quarterly Report filed with the FDIC on Form F-4 for
the quarter ended June 30, 1994 is Annex G to the Proxy
Statement-Prospectus included in Part I and is
incorporated herein by reference
</TABLE>
- --------
* Filed herewith.
** Previously filed.
<PAGE>
EXHIBIT 8
October 7, 1994
CoreStates Financial Corp.
Philadelphia National Bank Building
Broad and Chestnut Streets
Philadelphia, PA 19107
Germantown Savings Bank
One Belmont Avenue
Bala Cynwyd, PA 19004
Ladies and Gentlemen:
This opinion is being delivered to you in connection with the acquisition by
CoreStates Financial Corp., a Pennsylvania corporation ("CoreStates"), and
CoreStates Bank, National Association, a banking association organized under
the laws of the United States and wholly-owned subsidiary of CoreStates
("CBNA"), of Germantown Savings Bank, a Pennsylvania capital stock savings bank
("GSB"). Pursuant to the Agreement and Plan of Merger, dated March 7, 1994, as
amended, and the related Agreement to Merge (collectively, the "Agreement"),
GSB will merge with and into CBNA (the "Merger").
Except as otherwise provided, capitalized terms referred to herein have the
meanings set forth in the Agreement. All section references, unless otherwise
indicated, are to the Internal Revenue Code of 1986, as amended (the "Code").
We have acted as legal counsel to GSB in connection with the Merger. As such,
and for the purpose of rendering this opinion, we have examined (or will
examine on or prior to the Effective Time of the Merger) and are relying (or
will rely) upon (without any independent investigation or review thereof) the
truth and accuracy, at all relevant times, of the statements, covenants,
representations and warranties contained in the following documents:
1. The Agreement (including Exhibits);
2. Representations made to us by CoreStates;
3. Representations made to us by GSB;
4. The applications being filed with the Office of the Comptroller of the
Currency and the Board of Governors of the Federal Reserve System in
connection with the Merger; and
5. Such other instruments and documents related to the formation,
organization and operation of CoreStates, CBNA and GSB, and to the
consummation of the Merger and the transactions contemplated thereby as we
have deemed necessary or appropriate.
In connection with rendering this opinion, we have assumed or obtained
representations (and are relying thereon, without any independent investigation
or review thereof) that:
1. Original documents (including signatures) are authentic, documents
submitted to us as copies conform to the original documents, and there has
been (or will be by the Effective Time of the Merger) due execution and
delivery of all documents where due execution and delivery are
prerequisites to effectiveness thereof.
2. The Merger will be effective under the applicable state law.
3. The continuity of interest requirement as specified in Treas. Reg.
(S)1.368-1(b) and as interpreted in certain Internal Revenue Service
rulings and federal judicial decisions will be satisfied.
4. After the Merger, CBNA will hold "substantially all" of its and GSB's
properties within the meaning of IRC (S)368(a)(2)(D) and the regulations
promulgated thereunder.
<PAGE>
5. To the extent any expenses relating to the Merger (or the "plan of
reorganization" within the meaning of Treas. Reg. (S)1.368-1(c) with
respect to the Merger) are funded directly or indirectly by a party other
than the incurring party, such expenses will be within the guidelines
established in Revenue Ruling 73-54, 1973-1 C.B. 187.
6. No outstanding indebtedness of CoreStates, CBNA or GSB has represented
or will represent equity for tax purposes; no outstanding equity of
CoreStates, CBNA or GSB has represented or will represent indebtedness for
tax purposes.
7. Any representation or statement made "to the best of knowledge" or
similarly qualified is correct without such qualification.
Based on our examination of the foregoing items and subject to the
assumptions, exceptions, limitations and qualifications set forth herein, it is
our opinion that the following federal income tax consequences will apply to
the Merger:
1. For federal income tax purposes, the Merger will constitute a
"reorganization" as defined in IRC (S)368(a). IRC (S)368(a)(1)(D).
CoreStates, CBNA and GSB each will be "a party to a reorganization" within
the meaning of IRC (S)368(b).
2. No gain or loss will be recognized by CoreStates as a result of the
exchange of shares of common stock of CoreStates ("CoreStates Stock") for
shares of common stock of GSB ("GSB Stock") pursuant to the Merger (IRC
(S)(S)361(a) and 357(a)).
3. No gain or loss will be recognized by holders of GSB Stock as a result
of the exchange of such shares solely for shares of CoreStates Stock
pursuant to the Merger (IRC (S)(S)354(a) and 357(a)).
4. Gain or loss will be recognized by holders of GSB Stock on any receipt
of cash, including cash received in lieu of fractional shares. Any cash
received by a shareholder of GSB in lieu of a fractional share will be
treated as received in exchange for such fractional share and not as a
dividend. Rev. Rul. 66-365, 1966-2 C.B. 116. Assuming that the GSB Stock
constitutes a capital asset in the hands of such shareholder, any gain or
loss recognized as a result of the receipt of cash in the Merger will be
treated as capital gain or loss equal to the difference between the cash
received and the portion of the shareholder's basis in the GSB Stock
allocable to such receipt of cash, including the basis of any fractional
share interest.
5. The basis of the CoreStates Stock received by the shareholders of GSB
will be the same as the basis of their GSB Stock surrendered in exchange
therefor. IRC (S)1012.
6. The holding period of the CoreStates Stock received by the
shareholders of GSB will include the holding period of their GSB Stock
surrendered in exchange therefor. IRC (S)1223.
In addition to the assumptions set forth above, this opinion is subject to
the exceptions, limitations and qualifications set forth below.
1. This opinion represents and is based upon our best judgment regarding
the application of federal income tax laws arising under the Code, existing
judicial decisions, administrative regulations and published rulings and
procedures. Our opinion is not binding upon the Internal Revenue Service or
the courts, and the Internal Revenue Service is not precluded from
successfully asserting a contrary position. Furthermore, no assurance can
be given that future legislative, judicial or administrative changes, on
either a prospective or retroactive basis, would not adversely affect the
accuracy of the conclusions stated herein. Nevertheless, we undertake no
responsibility to advise you of any new developments in the application or
interpretation of the federal income tax laws.
2. This opinion addresses only the specific tax opinions set forth above,
and does not address any other federal, state, local or foreign tax
consequences that may result from the Merger or any other transaction
(including any transaction undertaken in connection with the Merger). In
particular, we express no opinion regarding (i) whether and the extent to
which any GSB shareholder who has provided or will provide services to
CoreStates, CBNA or GSB will have compensation income under any
<PAGE>
provision; (ii) the effects of such compensation income, including but not
limited to the effect upon the basis and holding period of the CoreStates
stock received by any such shareholder in the Merger; (iii) the potential
application of the "golden parachute" provisions (IRC (S)(S)280G,
3121(v)(2) and 4999), the alternative minimum tax provisions (IRC (S)(S)55,
56 and 57) or IRC (S)(S)108, 305, 306, 357, 424 and 708, or the regulations
promulgated thereunder; (iv) the survival or availability, after the
Merger, of any of the federal income tax attributes or elections of GSB,
after application of any provision of the Code, as well as the regulations
promulgated thereunder and judicial interpretations thereof; (v) the basis
of any equity interest in GSB acquired by CoreStates in the Merger; (vi)
the tax consequences of any transaction in which GSB stock or a right to
acquire GSB stock was received; and (vii) the tax consequences of the
Merger (including the opinions set forth above) as applied to specific
stockholders of GSB or holders of options or warrants for GSB stock or that
may be relevant to particular classes of GSB stockholders or holders of
options or warrants for GSB stock including but not limited to dealers in
securities, corporate shareholders subject to the alternative minimum tax,
foreign persons, and holders of shares acquired upon exercise of stock
options or in other compensatory transactions, including without limitation
the tax consequences to the holders of options for GSB stock of the Merger
and their receipt of cash or options for CoreStates stock.
3. No opinion is expressed as to any transaction other than the Merger or
to any transaction whatsoever, including the Merger, if all of the
transactions contemplated by the Agreement are not consummated in
accordance with the terms of such Agreement and without waiver or breach of
any material provision thereof, or if all of the representations,
warranties, statements and assumptions upon which we relied are not true
and accurate at all relevant times. In the event that any one of the
statements, representations, warranties or assumptions upon which we have
relied to issue this opinion is incorrect, our opinion might be adversely
affected and may not be relied upon.
4. This opinion is intended solely for your use in connection with the
Merger and for the purpose of including this opinion as a part of the
regulatory applications being filed in connection with the Merger; it may
not be relied upon for any other purpose or by any other person or entity,
and may not be made available to any other person or entity without our
prior written consent. We hereby consent to the reference to our firm under
the captions "SUMMARY--Tax Consequences" and "THE MERGER--Certain Federal
Income Tax Considerations" and in the Proxy-Statement Prospectus included
in the Registration Statement on Form S-4 (the "Registration Statement")
filed by CoreStates under the Securities Act of 1993, as amended (the
"Act") and to the filing of this opinion as an exhibit to the Registration
Statement. Such consent does not constitute a consent under Section 7 of
the Act, since we have not certified any part of such Registration
Statement and do not otherwise come within the categories of persons whose
consent is required under Section 7 of the Act or the rules and regulations
of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
PEPPER, HAMILTON & SCHEETZ
/s/ Michael W. Freeland
By: _________________________________
Michael W. Freeland, a Partner
<PAGE>
EXHIBIT 23(E)
CONSENT OF ALEX. BROWN & SONS INCORPORATED
We hereby consent to the inclusion of our opinion dated October 7, 1994 as an
Annex to the Proxy Statement-Prospectus filed as part of the Registration
Statement on Form S-4 of CoreStates Financial Corp and to the references to our
firm as Financial Adviser to Germantown Savings Bank and to our opinion
contained in said Proxy Statement-Prospectus. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission.
ALEX. BROWN & SONS INCORPORATED
By: /s/ J. Adam Hitt
---------------------------------
NAME: J. ADAM HITT
TITLE: PRINCIPAL
October 7, 1994
<PAGE>
PROXY
EXHIBIT 99(A)
GERMANTOWN SAVINGS BANK
SPECIAL MEETING NOVEMBER 10, 1994
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby acknowledges receipt of
the Proxy Statement dated October 7, 1994 and appoints Frank O. Bourne and
Harold C. Sundby, Jr. or any of them, with full power of substitution, as the
undersigned's proxies to vote all shares of Common Stock of Germantown Savings
Bank (the "Bank") which the undersigned is entitled to vote at the Special
Meeting of Shareholders called for November 10, 1994 and at any adjournment
thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2 LISTED ON
THE REVERSE SIDE. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED "FOR" PROPOSAL 1 AND 2.
SEE REVERSE
SIDE
<PAGE>
[X] PLEASE MARK
VOTES AS IN THIS
EXAMPLE.
1. Merger Proposal. On the Merger Proposal providing for the merger of the Bank
with and into CoreStates Bank, N.A., a wholly-owned subsidiary of CoreStates
Financial Corp, as described in the Proxy Statement.
FOR AGAINST ABSTAIN
[_] [_] [_]
2. Adjournment Proposal. On the proposal to adjourn the meeting, if necessary,
in order to solicit additional proxies in favor of the Merger Proposal.
FOR AGAINST ABSTAIN
[_] [_] [_]
The proxies are authorized to vote on such other business as is properly
brought before the Special Meeting for action in accordance with their judgment
as to the best interests of the Bank.
MARK HERE MARK HERE
FOR IF YOU
ADDRESS [_] PLAN TO [_]
CHANGE ATTEND
AND NOTE THE
AT LEFT MEETING
PLEASE COMPLETE DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
Please sign exactly as name appears hereon. When signing as attorney, executor,
trustee, guardian, etc., please give full title as such. If shares are held
jointly, each holder must sign.
Signature: Date
------------ --------------------------------------------------
Signature: Date
------------ --------------------------------------------------
