<PAGE>
As filed with the Securities and Exchange Commission on December 21, 1994
Registration No. 33-55505
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
__________________________________
POST EFFECTIVE AMENDMENT NO. 2
TO
FORM S-4
ON
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________
CORESTATES FINANCIAL CORP
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1899716
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Philadelphia National Bank Building
Broad and Chestnut Streets
Philadelphia, Pennsylvania 19107
215-973-5680
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
__________________________________
Germantown Savings Bank Stock Option and
Appreciation Rights Plan
Germantown Savings Bank Non-Qualified Stock Option
Program for Non-Officer Directors
(Full title of the plan)
__________________________________
DAVID T. WALKER
Deputy Chief Counsel
CoreStates Financial Corp
F.C. 1-1-17-1
Post Office Box 7618
Philadelphia, Pennsylvania 19101-6187
215-973-3806
(Name, Address, including zip code and telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to public:
As soon as practicable after the effective date of this
Registration Statement.
__________________________________
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
__________________________________
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.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS 1/
-
Item 1. Plan Information
Item 2. Registrant Information and Employee Plan Annual Information
________________________________
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by CoreStates Financial Corp
("CoreStates") with the Commission pursuant to the Securities Exchange Act of
1934 (the "Exchange Act") are incorporated herein by reference:
1. the Annual Report on Form 10-K for the year ended December 31,
1993 (which includes portions of the 1993 Annual Report to Shareholders);
2. the Current Reports on Form 8-K dated January 19, 1994; March 7,
1994; March 16, 1994 as amended by Form 8-K/A, Amendment No. 1, dated May 5,
1994 and Form 8-K/A, Amendment No. 2 dated September 13, 1994; April 19, 1994;
April 29, 1994; May 5, 1994 (which includes the consolidated financial
statements of CoreStates for the year ended December 31, 1993 restated to
incorporate Constellation Bancorp which was acquired on March 16, 1994) as
amended by Form 8-K/A, Amendment No. 1 dated September 13, 1994; May 19, 1994;
June 8, 1994, June 27, 1994, as amended by Form 8-K/A, Amendment No. 1 dated
September 13, 1994; July 14, 1994; July 20, 1994; September 13, 1994 (which
includes the consolidated financial statements of CoreStates for the year ended
December 31, 1993 restated to incorporate Independence Bancorp, Inc. which was
acquired on June 27, 1994); September 14, 1994; October 19, 1994; and December
2, 1994 filed with the Commission pursuant to Section 13(a) of the Exchange Act;
3. the Quarterly Reports on Form 10-Q for the quarters ended March
31, 1994, as amended by Form 10-Q/A, Amendment No. 1, dated September 13, 1994;
June 30, 1994; and September 30, 1994.
4. the description of CoreStates Common Shares contained in
CoreStates' Registration Statement on Form 8-A/A dated December 22, 1993.
_________________
1/ This information is not required to be included in, and is not incorporated
by reference in, this Registration Statement.
<PAGE>
All Documents subsequently filed by CoreStates pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
post-effective amendment to registration statement and prior to the filing of a
subsequent post-effective amendment to this registration statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
The validity of the CoreStates Common Stock to be issued under the
Plans has been passed upon by David J. Martin, Esq., Executive Vice President
and Chief Counsel of CoreStates. At November 30, 1994 Mr. Martin was the
beneficial owner of 11,405 shares of CoreStates Common Stock and options
covering an additional 52,736 shares of CoreStates Common Stock.
Item 6. Indemnification of Directors and Officers.
Sections 1741 et seq. of the Pennsylvania Business Corporation Law
provide that a business corporation may indemnify directors and officers against
liabilities they may incur in such capacities provided certain standards are
met, including good faith and reasonable belief that the particular action is
in, or not opposed to, the best interests of the corporation. In general, this
power to indemnify does not exist in the case of actions against a director or
officer by or in the right of the corporation if the person entitled to
indemnification shall have been adjudged to be liable for negligence or
misconduct in the performance of the person's duties. However, Section 1746
provides that the other sections of the law are not exclusive and that further
indemnification may be provided by by-law, agreement or otherwise except where
the act or failure to act giving rise to a claim for indemnification is
determined by a court to have constituted willful misconduct or recklessness.
CoreStates is required to indemnify directors and officers against expenses they
may incur in defending action against them in such capacities if they are
successful on the merits or otherwise in the defense of such actions.
The by-laws of CoreStates provide for the mandatory indemnification of
directors and officers to the full extent permitted by law. CoreStates has
purchased directors' and officers' liability insurance covering certain
liabilities which
<PAGE>
may be incurred by its officers and directors in connection with the performance
of their duties.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4 The rights of the holders of CoreStates' common stock are
contained in the Articles of Incorporation of CoreStates as
amended through May 3, 1993, filed as Exhibit 3(a) to
CoreStates's Current Report on Form 8-K dated October 21,
1993, and incorporated herein by reference.
* 5 Opinion re Legality.
* 23 Consent of David J. Martin (included in 5. above).
* 24 Power of Attorney.
99.1 Germantown Savings Bank Stock Option and
Appreciation Rights Plan
99.2 Germantown Savings Bank Non-Qualified Stock Option Program
for Non-Officer Directors
* filed with original Form S-4 Registration Statement No. 33-55505.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii)To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
-------- -------
apply if the registration statement is on
<PAGE>
Form S-3 or Form S-8 and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and. where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post Effective
Amendment to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Philadelphia, and
Commonwealth of Pennsylvania, on this 21st of December, 1994.
CORESTATES FINANCIAL CORP
By: /s/ Terrence A. Larsen
------------------------------------
Terrence A. Larsen
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment to Registration Statement has been signed below by the
following persons in the capacities and on the date indicated below.
<TABLE>
<CAPTION>
Signatures Capacity Date
---------------------------------------------------------------
<S> <C> <C>
* Director, Chairman December 21, 1994
- - - -------------------------
TERRENCE A. LARSEN of the Board,
President and Chief
Executive Officer
(principal executive
officer)
/s/ David C. Carney
- - - -------------------------
DAVID C. CARNEY Chief Financial December 21, 1994
Officer (principal
financial officer)
* Executive Vice December 21, 1994
- - - ------------------------- President (principal
ALBERT W. MANDIA accounting officer)
* Director December 21, 1994
- - - -------------------------
GEORGE A. BUTLER
* Director December 21, 1994
- - - -------------------------
NELSON G. HARRIS
* Director December 21, 1994
- - - -------------------------
CARLTON E. HUGHES
* Director December 21, 1994
- - - -------------------------
SHIRLEY A. JACKSON
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signatures Capacity Date
- - - --------------------------------------------------------------------
<S> <C> <C>
* Director December 21, 1994
- - - -------------------------
ERNEST E. JONES
* Director December 21, 1994
- - - -------------------------
HERBERT LOTMAN
Director
- - - -------------------------
GEORGE V. LYNETT
* Director December 21, 1994
- - - -------------------------
PATRICIA A. MCFATE
* Director December 21, 1994
- - - -------------------------
JOHN A. MILLER
* Director December 21, 1994
- - - -------------------------
MARLIN MILLER, JR.
* Director December 21, 1994
- - - -------------------------
STEPHANIE W. NAIDOFF
* Director December 21, 1994
- - - -------------------------
SEYMOUR S. PRESTON,III
* Director December 21, 1994
- - - -------------------------
JAMES M. SEABROOK
* Director December 21, 1994
- - - -------------------------
J. LAWRENCE SHANE
* Director December 21, 1994
- - - -------------------------
RAYMOND W. SMITH
* Director December 21, 1994
- - - -------------------------
HAROLD A. SORGENTI
Director
- - - -------------------------
PETER S. STRAWBRIDGE
</TABLE>
* By: /s/ David C. Carney
-----------------------------
David C. Carney
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Page
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<S> <C> <C>
4 The rights of the holders of CoreStates'
common stock are contained in the Articles of
Incorporation of CoreStates as amended through
May 3, 1993, filed as Exhibit 3(a) to
CoreStates's Current Report on Form 8-K
dated October 21, 1993, and incorporated herein
by reference.
* 5 Opinion re Legality.
* 23 Consent of David J. Martin (included in 5. above).
* 24 Power of Attorney.
99.1 Germantown Savings Bank Stock Option and
Appreciation Rights Plan.
99.2 Germantown Savings Bank Non-Qualified Stock Option Program
For Non-Officer Directors.
</TABLE>
* filed with original Form S-4 Registration Statement No. 33-55505.
<PAGE>
Exhibit 99.1
------------
GERMANTOWN SAVINGS BANK
STOCK OPTION AND APPRECIATION RIGHTS PLAN
1. Purpose.
The purpose of the Stock Option and Appreciation Rights
Plan (the "Plan") of Germantown Savings Bank (the "Bank") is
to encourage stock ownership by certain senior executive
officers and other key employees (as more fully described in
Section 3 below) of the Bank by issuing options to purchase
shares of the Bank's stock ("Options," and individually an
"Option") thereby enabling such employees to acquire or
increase their proprietary interest in the Bank and thereby
encouraging them to remain in the employ of the Bank. The
Options issued pursuant to the Plan are intended to
constitute incentive stock options ("Incentive Stock
Options") within the meaning of Section 422A of the Internal
Revenue Code of 1986 (the "Code"), or non-qualified stock
options ("Non-Qualified Stock Options"), as designated by the
Committee (as hereinafter defined). The Committee may couple
stock appreciation rights ("Stock Appreciation Rights") with
Options issued under the Plan (as more fully described in
Section 5 below).
2. Administration.
The Plan will be administered by a Committee comprised
of at least three individuals who are members of the Board of
Directors of the Bank (the "Board"), and who are not
employees of the Bank (the "Committee"). The Committee will
serve at the pleasure of the Board. The Committee will hold
meetings when a quorum is present at such times and places as
it may determine. A quorum shall consist of a majority of
the Committee. A majority of the Committee present and
voting at a meeting at which a quorum is present, or acts
reduced to and approved in writing by a majority of the
members of the Committee at any other time, will be valid
acts of the Committee. The Committee may, from time to time
at its discretion, select those senior executive officers and
other key employees who will be granted Options, the amount
of stock to be subject to each such Option and whether each
such Option shall be coupled with a Stock Appreciation Right.
The interpretation and construction by the Committee of
any provision of the Plan will be final and binding on all
persons. Anything herein to the contrary notwithstanding, no
member of the Board or the Committee will be liable for any
action or determination made in good faith with respect to
<PAGE>
the Plan or any Option granted under it.
3. Eligibility.
The persons who will be eligible to receive Options and
Stock Appreciation Rights are such senior executive officers
and other key employees of the Bank who are expected to make
significant contributions to the long term success of the
Bank as the Committee may select from time to time.
4. Stock.
The stock subject to the Options will be shares of the
Bank's authorized but unissued or reacquired Common Stock,
par value $.10 per share (the "Shares"). Options shall not
be issued with respect to more than 443,250 Shares, subject,
however, to adjustment as provided in subparagraph (g) of
Section 5.
5. Terms and Conditions of Options and Stock
Appreciation Rights.
Each Option and Stock Appreciation Right granted
pursuant to the Plan will be authorized by the Committee and
will be evidenced by a Stock Option Agreement (the
"Agreement") in such form as is acceptable to the Committee.
Each Agreement will be in conformity with and include
directly or incorporate by reference all the terms and
conditions of the Plan, including the following terms and
conditions:
(a) Number of Shares and Stock Appreciation
Rights.
The number of Shares subject to the Option will be stated,
and if the Option shall be coupled with a Stock Appreciation
Right such fact also will be stated.
(b) Option Price.
The Option price per share with respect to Options
shall be the fair market value of a Share (determined as of
the close of business on the last business day coincident
with or preceding the date of grant) but as to options
granted on or before December 31, 1987, the option price per
share shall be not less than the original issue price
($9.75).
-2-
<PAGE>
(c) Payment.
The price payable on the exercise of an Option in
whole or in part will be equal to the Option price multiplied
by the number of Shares as to which the Option is exercised,
and shall be paid in full upon exercise of any option, either
in cash or by delivering to the Bank Shares having a fair
market value (determined as of the close of business on the
last business day preceding such delivery) equal to the
aggregate exercise price of the Shares being purchased upon
exercise of the Option, or by a combination of such cash and
Shares; provided, that Shares may not be delivered in whole
or partial payment for the exercise of any Option granted
prior to approval of the Plan by a majority of the holders of
the Bank's common stock.
(d) Notwithstanding any other provisions of this
Plan to the contrary:
(i) No Option or Stock Appreciation Right
shall be granted under this Plan after April 29, 1997.
(ii) Except as provided in subparagraph (f) of
this Section 5, no Incentive Stock Option granted under this
Plan shall be exercisable later than ten (10) years from the
date of grant, and no Non-Qualified Stock Option granted
under this Plan shall be exercisable later than ten (10)
years and one (1) month from the date of grant. No Stock
Appreciation Right granted under this Plan shall be
exercisable later than the last day on which its related
Option is exercisable.
(iii) No Incentive Stock Option shall be
granted to any Optionee which would cause the aggregate fair
market value of the Shares (determined as of the time the
Option is granted) with respect to which Incentive Stock
Options are exercisable by such Optionee for the first time
during any calendar year to exceed One Hundred Thousand
Dollars ($100,000). For purposes of this paragraph,
Incentive Stock Options include all incentive stock options
under plans of the Bank including option plans of any
subsidiary or parent of the Bank.
(iv) Incentive Stock Options, Non-Qualified
Stock Options and Stock Appreciation Rights may be exercised
in any order elected by the Optionee.
(v) No Incentive Stock Option or Stock
Appreciation Right coupled with an Incentive Stock Option
granted to any Optionee shall be exercisable until the first
to occur of (i) the date which is twelve (12) months from the
date of grant, or (ii) the date on which shareholder approval
-3-
<PAGE>
is obtained in accordance with Section 10 hereof.
(e) Term and Exercise of Options and Stock
Appreciation Rights.
Subject to the provisions of subparagraphs (d)(i),
(ii) and (v) of Section 5 and Section 10 hereof, Options and
Stock Appreciation Rights granted hereunder may be
exercisable in whole or in part at such time or times as the
Committee shall designate when granting such Options and
Stock Appreciation Rights.
Not less than one hundred (100) Shares, and no
fractional Shares, may be purchased at any one time unless
the number of Shares purchased is the total number remaining
unpurchased under an Option or Stock Appreciation Right.
An Option and Stock Appreciation Right may be
exercised only by the Optionee and may not be exercised by
any other person except as provided in subparagraph (f) of
Section 5.
(f) Termination of Options and Stock Appreciation
Rights.
Except as provided herein, Options and Stock
Appreciation Rights shall terminate when the holder thereof
ceases to be employed by the Bank (or by any subsidiary or
parent of the Bank) or upon the expiration of the period set
forth in subparagraph (d)(ii) of this Section 5, whichever
occurs earlier. Further, to the extent a Stock Appreciation
Right is coupled with an Option, the Option shall terminate
upon the exercise of the related Stock Appreciation Right,
and the Stock Appreciation Right shall terminate upon the
exercise of the related Option.
Upon the death of an Optionee while in the employ
of the Bank (or a subsidiary or parent of the Bank), Options
and Stock Appreciation Rights held by such Optionee which are
exercisable on the date of his death shall be exercisable by
his executor(s) or administrator(s) for a period of one (1)
year from the date of such Optionee's death.
Upon termination of an Optionee's employment with
the Bank (or a subsidiary or parent of the Bank) for any
reason other than Cause (as hereinafter defined), Options and
Stock Appreciation Rights exercisable by such Optionee on the
date of termination of employment shall be exercisable by the
Optionee or, in the case of the Optionee's death subsequent
to a termination of employment by the Optionee's executor(s)
or administrator(s), for a period of up to three (3) months
from the date of such Optionee's termination of employment.
-4-
<PAGE>
Retirement from employment with the Bank shall not be
considered a termination of an Optionee's employment with the
Bank for purposes of this section to the extent that the
Options held by the Optionee are Non-Qualified Stock Options.
Upon the termination of an Optionee's employment
for Cause, all Options and Stock Appreciation Rights held by
such Optionee shall terminate concurrently with receipt by
him of written notice that his employment has been
terminated.
Options and Stock Appreciation Rights may be
terminated at any time by agreement between the Bank and the
Optionee.
For purposes of this Plan, termination for Cause
shall be determined by the Committee and shall include
termination by reason of any dishonest or illegal act and of
any willful refusal or failure to perform duties properly
assigned.
(g) Recapitalization.
Subject to any required action by the stockholders,
if any, the number of Shares as to which Options and Stock
Appreciation Rights have been or may be granted under this
Plan, will be adjusted proportionately for any increase or
decrease in the number of outstanding Shares resulting from
stock splits and reverse stock splits, but not for stock
dividends. The number of Shares will be adjusted to the
nearest whole Share. Any stock dividend resulting in an
increase of twenty percent (20%) or more in the outstanding
Shares shall be deemed a stock split.
If the Bank is a party to any merger, consolidation
or dissolution (other than the merger or consolidation of the
Bank with one or more of its wholly-owned subsidiaries or its
parent or a merger in which the Bank is the surviving
entity), an Optionee shall elect by written notice delivered
to the Chairman of the Board of Directors on or prior to the
business day prior to the Triggering Event Date (as defined
below) either (i) that all Options and Stock Appreciation
Rights previously granted to such Optionee and outstanding
hereunder shall terminate, in the case of a merger or
consolidation on the date that such merger or consolidation
becomes effective and, in the case of dissolution, on the
date that the Articles of Election to Dissolve are filed with
the Secretary of the Commonwealth of Pennsylvania (the
"Triggering Event Date") to the extent that such Options and
Stock Appreciation Rights have not been otherwise terminated
hereunder prior to the Triggering Event Date, (ii) that such
Optionee shall exercise such Options and Stock Appreciation
-5-
<PAGE>
Rights prior to the Triggering Event Date to the extent that
such Options and Stock Appreciation Rights have not been
otherwise terminated hereunder, or (iii) (only in the case of
a merger, consolidation or dissolution in which stockholders
of the Bank receive securities either wholly or partially in
respect of their shares of the Bank) that such Options and
Stock Appreciation Rights which have not been otherwise
terminated hereunder prior to the Triggering Event Date shall
be exchanged for options for the same number of securities
which such Optionee would have received, plus that amount of
cash or other consideration which the Optionee would have
received, in respect of the Shares which were subject to such
Options and Stock Appreciation Rights had he exercised such
Options for cash prior to the Triggering Event Date. If an
Optionee elects (or is deemed to have elected) the
alternative described in clause (i) above, such Optionee
shall receive in the merger, consolidation or dissolution
(A) in the case of a transaction in which shareholders of the
Bank are to receive cash either wholly or partially in
exchange for their shares of the Bank or which is otherwise
not accounted for as a "pooling of interests," cash in an
amount equal to the fair market value of the Shares which are
subject to such Options and Stock Appreciation Rights which
have not been otherwise terminated hereunder prior to the
Triggering Event Date (whether or not exercisable),
determined as of the close of business on the business day
preceding the Triggering Event Date, less the amount which
would have been required to exercise the Options (the
"Spread"), and (B) in the case of a transaction in which the
shareholders of the Bank are receiving only securities for
their shares in the Bank or which is otherwise being
accounted for as a "pooling of interests," securities of the
same type and in the same proportion as are issued to
shareholders of the Bank having a fair market value equal to
the Spread. Such Optionee shall then have no rights to
compensation or other consideration with respect to the
cancellation of Options and Stock Appreciation Rights whether
or not exercisable on the date of cancellation. If the
Optionee elects (or is deemed to have elected, as provided
below) the alternative described in clause (iii) above, the
aggregate option price of the options to be received by such
Optionee as a result of the merger, consolidation or
dissolution shall be the same as the aggregate Option price
of the Options and Stock Appreciation Rights held on the date
of the Triggering Event Date which had not been otherwise
terminated hereunder prior to the Triggering Event Date, and
shall be exercisable for such period of time as such Options
and Stock Appreciation Rights were exercisable pursuant to
this Plan, without regard for the Optionee's ceasing to be
employed by the Bank or by a subsidiary or parent of the
Bank. In the event that an Optionee fails to make an
election pursuant to the foregoing provisions on or prior to
-6-
<PAGE>
the business day prior to the Triggering Event Date, such
Optionee shall be deemed to have elected the alternative
described in clause (iii) above in the case of a merger,
consolidation or dissolution in which stockholders of the
Bank receive securities either wholly or partially in respect
of their shares of the Bank, and shall be deemed to have
elected the alternative described in clause (i) above in all
other cases.
Except as expressly provided above in this
subparagraph (g) of this Section 5, an Optionee will have no
rights by reason of any subdivision or consolidation of
shares of stock of any class of the Bank or the payment of
any stock dividend by the Bank or any other increase or
decrease in the number of shares of stock of any class of the
Bank by reason of any issuance of additional shares,
dissolution, liquidation, merger or consolidation or spin-off
of assets or stock of another corporation.
The grant or existence of any Option or Stock
Appreciation Right shall not affect in any way the right or
power of the Bank to make adjustments, reclassifications,
reorganizations or changes of its capital or business
structure or to merge or to consolidate or to
dissolve, liquidate or sell, or transfer all or any part of
its stock or assets.
(h) Rights as a Stockholder.
The Optionee will have no rights as a stockholder
of the Bank with respect to any Shares subject to an Option
or Stock Appreciation Right until the Option or Stock
Appreciation Right has been exercised and a certificate with
respect to the Shares purchased upon exercise has been issued
to him. No adjustment will be made for dividends (ordinary
or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the
record date is prior to the date the Shares so purchased have
been issued.
(i) Modification, Extension and Renewal of Options
and Stock Appreciation Rights.
Subject to the terms and conditions of the Plan,
the Committee may modify, extend or renew an Option or Stock
Appreciation Right or accept the surrender of an Option or
Stock Appreciation Right (to the extent not previously
exercised), provided that no Incentive Stock Option may be
modified, extended or renewed if such action would cause it
to cease to be an Incentive Stock Option under then
applicable provisions of the Internal Revenue Code of 1986,
as amended. Notwithstanding the foregoing, no modification
-7-
<PAGE>
of an Option or Stock Appreciation Right which adversely
affects the Optionee shall be made without the consent of the
Optionee.
(j) Purchase for Investment.
The issuance of Shares on exercise of the Option
will be conditioned upon obtaining appropriate
representations and warranties of the Optionee that the
purchase of Shares thereunder will be for investment, and not
with a view to the public resale or distribution thereof,
unless the Shares subject to the Option are registered in
accordance with the rules and regulations promulgated by the
Federal Deposit Insurance Corporation, and comply with any
other law, regulation or rule applicable thereto. Unless the
Shares are so registered, the Optionee shall acknowledge that
the Shares purchased on exercise of the Option are not
registered and may not be sold or otherwise transferred
unless the Shares have been registered in connection with the
sale or other transfer or counsel satisfactory to the Bank is
of the opinion that the sale or other transfer is exempt from
registration, and unless said sale or transfer is in
compliance with any other applicable law, including all
applicable states securities laws.
(k) No Rights to Employment.
Employees granted Options and Stock Appreciation
Rights under this Plan shall not have any right to continue
in the employment of the Bank (or any subsidiary or parent of
the Bank) by virtue of the existence of such Options and
Stock Appreciation Rights. Employees holding Options and
Stock Appreciation Rights whose employment is terminated
shall have no rights against the Bank by reason of the
termination of such Options and Stock Appreciation Rights
whether the termination of the employment be with or without
cause.
(l) Stock Appreciation Rights.
The Committee in its sole discretion may couple any
Option granted hereunder with a Stock Appreciation Right. In
such a case, the Agreement shall provide that the Optionee
may elect from time to time to cancel all or any portion of
the Option then subject to exercise, and instead exercise the
related Stock Appreciation Right. If the Optionee elects to
cancel all or any portion of the Option, the Bank's
obligation shall be discharged by the issuance or transfer to
the Optionee of Shares with a fair market value equal to the
excess, if any, of the fair market value at the time of
cancellation of the Shares subject to the Option or the
portion thereof so cancelled over the aggregate purchase
-8-
<PAGE>
price for such Shares as set forth in the Agreement. Any
such right to elect such cancellation and payment on account
of a Stock Appreciation Right shall be transferable only by
will or by the laws of descent and distribution. During the
lifetime of Optionee, a Stock Appreciation Right shall be
exercisable only by him.
(m) Other Provisions.
The Agreement may contain such other provisions,
including, without limitation, restrictions upon the exercise
of an Option and Stock Appreciation Right, as the Committee
in its discretion deems advisable and as are not inconsistent
with the provisions of this Plan.
(n) Fair Market Value.
For purposes of determining the fair market value
of Shares under this Plan, if the Share are listed on the
NASDAQ National Market System, the closing price as reported
by NASDAQ as of the day on which fair market value is to be
determined shall be the fair market value of the Shares.
Otherwise, the average of the closing bid and asked prices as
reported by NASDAQ as of the day on which fair market value
is to be determined shall be the fair market value of the
Shares.
6. Term of Plan.
Options and Stock Appreciation Rights may be granted
from time to time within a period of ten (10) years from the
date the Plan is effective as described in Section 10 hereof.
7. Amendment of the Plan.
The Board may, insofar as permitted by law and the Plan,
from time to time, with respect to any Shares at the time not
subject to an Option, suspend or discontinue the Plan or
revise or amend it in any respect whatsoever; provided,
however, that without approval of the stockholders, no such
revision or amendment may change the number of Shares subject
to the Plan, change the designation of the class of employees
eligible to receive Options and Stock Appreciation Rights,
decrease the price at which Options may be granted or remove
the administration of the Plan from the Committee.
Any other provision of this Section 7 notwithstanding,
the Board is specifically authorized to adopt any amendment
to this Plan deemed by the Board to be necessary or advisable
to assure that Options under the Plan continue to be
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<PAGE>
Incentive Stock Options and Non-Qualified Stock Options.
8. Application of Funds.
The proceeds received by the Bank from the sale of
Shares pursuant to the exercise of Options will be used for
general purposes.
9. No Obligation to Exercise Option.
The granting of an Option will impose no obligation upon
the Optionee to exercise such Option.
10. Approval of Stockholders.
This Plan shall become effective upon the conversion of
the Bank from a mutual to a stock savings bank, it having
been adopted by the Board prior to the conversion date and
subject to the conversion. The Committee may grant Options
and Stock Appreciation Rights hereunder prior to the approval
of the Plan by the holders of a majority of the Bank's common
stock, provided, however, that no Incentive Stock Option or
Stock Appreciation Right coupled with an Incentive Stock
Option shall be exercisable until the Plan is approved by a
majority of the holders of the Bank's common stock within 365
days of the conversion date, all Incentive Stock Options
previously granted shall automatically become and be
recharacterized as Non-Qualified Stock Options and all such
Non-Qualified Stock Options and Stock Appreciation Rights
coupled therewith shall become exercisable. Further, no
Incentive Stock Options shall be granted after the 365-day
period unless stockholder approval is obtained in accordance
with this Section 10. The Committee may grant Non-Qualified
Stock Options hereunder without regard to obtaining the
approval of the Plan by the holders of a majority of the
Bank's common stock, and such options shall not be
conditioned upon the approval of the Plan by the holders of a
majority of the Bank's common stock.
Date Plan adopted by Board of Directors: February 12, 1987
Effective Date of Plan: April 30, 1987
Date Plan approved by Stockholders: April 21, 1988
Plan Amended by Board of Directors with consent of the
Optionees effective: November 5, 1993
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<PAGE>
EXHIBIT 99.2
------------
GERMANTOWN SAVINGS BANK
NON-QUALIFIED STOCK OPTION PROGRAM
FOR NON-OFFICER DIRECTORS
1. PURPOSE
The principal purpose of the Non-Qualified Stock
Option Program (the "Program") of Germantown Savings Bank
(the "Bank") is to encourage stock ownership by non-officer
members of the Board of Directors (the "Board") (as more
fully described in Section 3 below) of the Bank by issuing
options to purchase shares of the Bank's stock ("Options,"
and individually an "Option") thereby enabling such Board
members to acquire a proprietary interest in the Bank and
thereby encouraging them to remain as Board members. The
Options issued pursuant to the Program are intended to
constitute non-qualified stock options ("Non-Qualified Stock
Options").
2. ADMINISTRATION
The Program will be administered by a Committee
comprised of at least three individuals who are members of
the Board and who are not employees of the Bank (the
"Committee"). The Committee shall act by agreement of a
majority of its entire membership, either by vote taken at a
duly convened meeting or by written direction executed by all
members of the Committee. The interpretation and
construction by the Committee of any provision of the Program
will be final and binding on all persons. Anything herein to
the contrary notwithstanding, no member of the Board or the
Committee will be liable for any action or determination made
in good faith with respect to the Program or any Option
granted under it.
3. ELIGIBILITY
The persons eligible to receive Options under the
Program shall be each member of the Board who is not also an
employee or officer of the Bank.
4. STOCK
The Stock subject to the Options will be shares of
the Bank's authorized but unissued or reacquired Common
Stock, par $.10 per share (the "Shares"). Options shall not
be issued with respect to more than 100,000 Shares, subject,
however, to adjustment as provided in Subparagraph (g) of
Section 5.
<PAGE>
5. TERMS AND CONDITIONS OF OPTIONS
Each Option granted pursuant to the Program will be
evidenced by a Stock Option Agreement (the "Agreement") in
such form as is acceptable to the Committee. Each Agreement
will include the information required by this Section 5 and
will be in conformity with and incorporate by reference all
other terms and conditions of the Program, including the
following terms and conditions:
(a) Number of Shares. The number of Shares
----------------
subject to each Option will be stated.
(b) Option Price. The option price per share with
------------
respect to Options shall be the fair market value of a Share
(determined as of the close of business on the last business
day coincident with or preceding the date of grant) but as to
Options granted on or before December 31, 1987, the option
price per share shall be not less than the original issue
price ($9.75).
(c) Payment. Each Agreement shall provide that
-------
the price payable on the exercise of an Option in whole or in
part will be equal to the Option price multiplied by the
number of Shares as to which the Option is exercised, and
shall be paid in full upon exercise of any Option, either in
cash or by delivering to the Bank Shares having a fair market
value (determined as of the close of business on the last
business day preceding such delivery) equal to the aggregate
exercise price of the Shares being purchased upon exercise of
the Option, or by a combination of such cash and Shares;
provided, that Shares may not be delivered in whole or
partial payment for the exercise of any Option granted prior
to approval of the Program by a majority of the holders of
the Bank's common stock.
(d) Term of Options. Notwithstanding any other
---------------
provisions of this Program to the contrary:
(i) Except as provided in subparagraph (f) of this
Section 5, no Option granted under this Program shall be
exercisable later than ten (10) years and one (1) month from
the date of grant.
(ii) Options may be exercised in any order elected
by the Optionee.
(e) Exercise of Options. Subject to the
-------------------
provisions of subparagraphs (d)(i) and (ii) of Section 5
hereof, Options granted hereunder may be exercisable in whole
or in part at such time or times as is elected by the
Optionee.
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<PAGE>
Not less than one hundred (100) Shares, and no
fractional Shares, may be purchased at any one time unless
the number of Shares purchased is the total number remaining
unpurchased under an Option.
An Option may be exercised only by the
Optionee and may not be exercised by any other person except
as provided in subparagraph (f) of Section 5.
(f) Termination of Options. Except as provided
----------------------
herein, Options shall terminate when the holder thereof
ceases to be a member of the Board or upon the expiration of
the period set forth in subparagraph (d)(i) of this
Section 5, whichever occurs earlier.
Upon the death of an Optionee while a member
of the Board, Options held by such Optionee which are
exercisable on the date of his death shall be exercisable by
his executor(s) or administrator(s) for a period of one (1)
year from the date of such Optionee's death.
Upon termination of an Optionee's membership
on the Board for any reason other than Cause, Options
exercisable by such Optionee on the date of termination of
membership shall be exercisable by the Optionee or, in the
case of the Optionee's death subsequent to a termination of
Board membership, by the Optionee's executor(s) or
administrator(s), for a period of up to two (2) years from
the date of such Optionee's termination of Board membership.
Upon the termination of an Optionee's
membership on the Board for Cause, all Options held by such
Optionee shall terminate concurrently with receipt by him of
written notice that his membership has been terminated.
Options may be terminated at any time by
agreement between the Bank and the Optionee.
For the purposes of this Program, termination
for Cause shall be determined by the Committee and shall
include termination by reason of any dishonest or illegal act
and of any willful refusal or failure to perform duties
properly assigned.
(g) Recapitalization. Subject to any required
----------------
action by the stockholders, if any, the number of Shares as
to which Options may be granted under this Program, will be
adjusted proportionately for any increase or decrease in the
number of outstanding Shares resulting from stock splits and
reverse stock splits, but not for stock dividends. The
number of Shares will be adjusted to the nearest whole Share.
Any stock dividend resulting in an increase of twenty percent
-3-
<PAGE>
(20%) or more in the outstanding Shares shall be deemed a
stock split.
If the Bank is a party to any merger, consolidation
or dissolution (other than the merger or consolidation of the
Bank with one or more of its wholly-owned subsidiaries or its
parent or a merger in which the Bank is the surviving
entity), an Optionee shall elect by written notice delivered
to the Chairman of the Board of Directors on or prior to the
business day prior to the Triggering Event Date (as defined
below) either (i) that all Options and Stock Appreciation
Rights previously granted to such Optionee and outstanding
hereunder shall terminate, in the case of a merger or
consolidation on the date that such merger or consolidation
becomes effective and, in the case of dissolution, on the
date that the Articles of Election to Dissolve are filed with
the Secretary of the Commonwealth of Pennsylvania (the
"Triggering Event Date") to the extent that such Options and
Stock Appreciation Rights have not been otherwise terminated
hereunder prior to the Triggering Event Date, (ii) that such
Optionee shall exercise such Options and Stock Appreciation
Rights prior to the Triggering Event Date to the extent that
such Options and Stock Appreciation Rights have not been
otherwise terminated hereunder, or (iii) (only in the case of
a merger, consolidation or dissolution in which stockholders
of the Bank receive securities either wholly or partially in
respect of their shares of the Bank) that such Options and
Stock Appreciation Rights which have not been otherwise
terminated hereunder prior to the Triggering Event Date shall
be exchanged for options for the same number of securities
which such Optionee would have received, plus that amount of
cash or other consideration which the Optionee would have
received, in respect of the Shares which were subject to such
Options and Stock Appreciation Rights had he exercised such
Options for cash prior to the Triggering Event Date. If an
Optionee elects (or is deemed to have elected) the
alternative described in clause (i) above, such Optionee
shall receive in the merger, consolidation or dissolution
(A) in the case of a transaction in which shareholders of the
Bank are to receive cash either wholly or partially in
exchange for their shares of the Bank or which is otherwise
not accounted for as a "pooling of interests," cash in an
amount equal to the fair market value of the Shares which are
subject to such Options and Stock Appreciation Rights which
have not been otherwise terminated hereunder prior to the
Triggering Event Date (whether or not exercisable),
determined as of the close of business on the business day
preceding the Triggering Event Date, less the amount which
would have been required to exercise the Options (the
"Spread"), and (B) in the case of a transaction in which the
shareholders of the Bank are receiving only securities for
their shares in the Bank or which is otherwise being
-4-
<PAGE>
accounted for as a "pooling of interests," securities of the
same type and in the same proportion as are issued to
shareholders of the Bank having a fair market value equal to
the Spread. Such Optionee shall then have no rights to
compensation or other consideration with respect to the
cancellation of Options and Stock Appreciation Rights whether
or not exercisable on the date of cancellation. If the
Optionee elects (or is deemed to have elected, as provided
below) the alternative described in clause (iii) above, the
aggregate option price of the options to be received by such
Optionee as a result of the merger, consolidation or
dissolution shall be the same as the aggregate Option price
of the Options and Stock Appreciation Rights held on the date
of the Triggering Event Date which had not been otherwise
terminated hereunder prior to the Triggering Event Date, and
shall be exercisable for such period of time as such Options
and Stock Appreciation Rights were exercisable pursuant to
this Plan, without regard for the Optionee's ceasing to be
employed by the Bank or by a subsidiary or parent of the
Bank. In the event that an Optionee fails to make an
election pursuant to the foregoing provisions on or prior to
the business day prior to the Triggering Event Date, such
Optionee shall be deemed to have elected the alternative
described in clause (iii) above in the case of a merger,
consolidation or dissolution in which stockholders of the
Bank receive securities either wholly or partially in respect
of their shares of the Bank, and shall be deemed to have
elected the alternative described in clause (i) above in all
other cases.
Except as expressly provided above in this
subparagraph (g) of this Section 5, an Optionee will have no
rights by reason of any subdivision or consolidation of
shares of stock of any class of the Bank or the payment of
any stock dividend by the Bank or any other increase or
decrease in the number of shares of stock of any class of the
Bank by reason of any issuance of additional shares,
dissolution, liquidation, merger or consolidation or spin-off
of assets or stock of another corporation.
The grant or existence of any Option shall not
affect in any way the right or power of the Bank to make
adjustments, reclassifications, reorganizations or changes of
its capital or business structure or to merge or to
consolidate or to dissolve, liquidate or sell, or transfer
all or any part of its stock or assets.
(h) Rights as a Stockholder. The Optionee will
-----------------------
have no rights as a stockholder of the Bank with respect to
any Shares subject to an Option until the Option has been
exercised and a certificate with respect to the Shares
purchased upon exercise has been issued to him. No
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<PAGE>
adjustment will be made for dividends (ordinary or
extraordinary, whether in cash, securities or in other
property) or distributions or other rights for which the
record date is prior to the date the Shares so purchased have
been issued.
(i) Modification, Extension and Renewal of
--------------------------------------
Options. Subject to the terms and conditions of the Program,
- - - -------
the Committee may modify, extend or renew an Option or accept
a surrender of an Option (to the extent not previously
exercised). Notwithstanding the foregoing, no modification
of an Option which adversely affects the Optionee shall be
made without the consent of the Optionee.
(j) Purchase for Investment. The issuance of
-----------------------
Shares on exercise of the Option will be conditioned upon
obtaining appropriate representations and warranties of the
Optionee that the purchase of Shares thereunder will be for
investment, and not with a view to the public resale or
distribution thereof, unless the Shares subject to the Option
are registered in accordance with the rules and regulations
promulgated by the Federal Deposit Insurance Corporation, and
comply with any other law, regulation or rule applicable
thereto. Unless the Shares are so registered, the Optionee
shall acknowledge that the Shares purchased on exercise of
the Option are not registered and may not be sold or
otherwise transferred unless the Shares have been registered
in connection with the sale or other transfer, or counsel
satisfactory to the Bank is of the opinion that the sale or
other transfer is exempt from registration, and unless said
sale or transfer is in compliance with any other applicable
law, including all applicable states' securities laws.
(k) No Rights to Board Membership. Individuals
-----------------------------
granted Options under this Program shall not have any right
to continue as a member of the Board solely by virtue of the
existence of such Options. Individuals holding Options whose
Board membership is terminated shall have no rights against
the Bank by reason of the termination of such Options whether
the termination be with or without cause.
(l) Fair Market Value. For purposes of
-----------------
determining the fair market value of Shares under the
Program, if the Shares are listed on the NASDAQ National
Market System, the closing price as reported by NASDAQ as of
the day on which fair market value is to be determined shall
be the fair market value of the Shares; otherwise, the
average of the closing bid and asked prices as reported by
NASDAQ as of the day on which fair market value is to be
determined shall be the fair market value of the Shares.
-6-
<PAGE>
6. AMENDMENT OF THE PROGRAM
The Board may, insofar as permitted by law and the
Program, from time to time, suspend or discontinue the
Program (with respect to any Shares at the time not subject
to an Option), or revise or amend the Program in any respect
whatsoever; provided, however, that without approval of the
shareholders, no such revision or amendment may change the
number of Shares subject to the Program, change the
requirements as to eligibility to receive Options, decrease
the price at which Options may be granted, remove the
administration of the Program from the Committee, or
materially increase the benefits accruing to Optionees.
7. APPLICATION OF FUNDS
The proceeds received by the Bank from the sale of
Shares pursuant to the exercise of Options will be used for
general purposes.
8. NO OBLIGATION TO EXERCISE OPTION
The granting of an Option will impose no obligation
upon the Optionee to exercise such Option.
9. APPROVAL OF STOCKHOLDERS
This Program shall become effective upon the
conversion of the Bank from a mutual to a stock savings bank,
it having been adopted by the Board prior to the conversion
date and subject to the conversion. The Committee may grant
Options hereunder without regard to obtaining the approval of
the Program by the holders of a majority of the Bank's common
stock, and no Option granted hereunder shall be conditioned
upon the approval of the Program by the holders of a majority
of the Bank's common stock.
Date Program adopted by Board of Managers or Directors:
February 12, 1987
Effective Date of Program:
April 30, 1987
Date Program Amended by Shareholders:
April 24, 1991
Plan Amended by Board of Directors effective:
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<PAGE>
November 5, 1993
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