<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): June 27, 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
------------------------------------
On June 27, 1994, CoreStates Financial Corp ("CoreStates") acquired
all of the outstanding shares of Independence Bancorp, Inc. ("Independence").
The acquisition was effected through a merger of Independence with and into
CoreStates (the "Merger") in accordance with (i) an Agreement and Plan of
Merger between CoreStates and Independence dated as of November 19, 1993
(the "Agreement"). The Agreement is attached as Appendix I to Independence's
Proxy Statement, dated May 23, 1994 (the "Proxy Statement"), which is Exhibit
2.1 hereto. The Articles of Merger dated June 27, 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 Independence received 1.5 shares of common
stock of CoreStates, par value $1.00 per share ("CoreStates Common
Shares"), for each outstanding share of common stock of Independence, $2.50
par value per share ("Independence Common Shares"). A total of 16,700,513
CoreStates Common Shares were issued in the Merger. In addition, each option
to purchase Independence Common Shares outstanding under Independence's stock
option plans was converted into an option to purchase the number of
CoreStates Common Shares equal to the number of Independence Common Shares
subject to such option multiplied by a formula to reflect the exchange ratio
for the Merger. The outstanding Independence 7% Convertible Subordinated
Debentures due 2011 ("Debentures") have been assumed by CoreStates and remain
outstanding as an obligation of CoreStates. The conversion price at which the
Debenture may be converted into CoreStates Common Shares is $24.167 per share
of CoreStates Common Shares. The Merger is being treated for accounting
purposes as a pooling of interests.
Independence, a bank holding company, was engaged through its banking
subsidiaries, Bucks County Bank and Trust Company, Cheltenham Bank, Lehigh
Valley Bank, and Third National Bank and Trust Company of Scranton and its
other subsidiaries in providing commercial lending services, personal banking
services, and trust services. CoreStates intends to continue such uses
for the assets of Independence.
Item 7. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements of Independence Bancorp, Inc.
(1) The following financial statements of Independence Bancorp,
Inc. are incorporated by reference from Item 7(a) to
CoreStates Financial Corp Current Report on Form 8-K dated
June 8, 1994.
Interim condensed consolidated financial statements of Independence
Bancorp, Inc.:
(i) Consolidated Balance Sheet as of March 31, 1994 (Unaudited)
(ii) Consolidated Statements of Income For the Three Months Ended
March 31, 1994 and 1993 (Unaudited)
(iii) Consolidated Statements of Changes in Shareholders' Equity For
the Three Months Ended March 31, 1994 and 1993 (Unaudited)
(iv) Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 1994 and 1993 (Unaudited)
(v) Notes to Interim Consolidated Financial Statements (Unaudited)
Year-end consolidated financial statements of Independence Bancorp,
Inc.:
(i) Consolidated Balance Sheet as of December 31, 1993
(ii) Consolidated Statement of Income for the Year Ended
December 31, 1993
(iii) Consolidated Statement of Changes in Shareholders' Equity for
the Year Ended December 31, 1993
(iv) Consolidated Statement of Cash Flows for the Year Ended
December 31, 1993
(v) Notes to the December 31, 1993 Consolidated Financial
Statements
(vi) Report of Coopers & Lybrand
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(b) Pro Forma Financial Information (Unaudited).
(1) Pro Forma Condensed Combined Balance Sheet of CoreStates
Financial Corp as of March 31, 1994 (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 CoreStates
Financial Corp for the three months ended March 31, 1994 and 1993 and 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) Agreement and Plan of Merger, dated as of November 19, 1993
between Independence Bancorp, Inc. and CoreStates Financial Corp, incorporated
herein by reference to Appendix I to the Proxy Statement - Prospectus in the
CoreStates Financial Corp, Registration Statement on Form S-4, Registration
No. 33-53539.
(2.2) Articles of Merger, dated June 27, 1994.
(4) First Supplemental Indenture dated as of June 27, 1994, among
Independence Bancorp, Inc., CoreStates Financial Corp and The Bank of New York.
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
-----------------------
David T. Walker
Deputy Chief Counsel
Dated: July 8, 1994
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<TABLE>
<CAPTION>
Exhibit Index
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Exhibit No. Page
- ---------- ----
<S> <C> <C>
(2.1) Agreement and Plan of Merger Incorporated herein
between Independence and the by reference to
Corporation Appendix I to the
Proxy Statement-
Prospectus in Exhibit
2 of Corporation's
Registration
Statement on Form
S-4, Registration No.
33-53539
(2.2) Articles of Merger dated
June 27, 1994
(4) First Supplemental Indenture dated
as of June 27, 1994, among Independence
Bancorp, Inc., CoreStates Financial Corp
and The Bank of New York
</TABLE>
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EXHIBIT (2.2)
Microfilm Number ________ Filed with the Department of State on _________
Entity Number ___________
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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:
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CoreStates Financial Corp
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2. (Check and complete one of the following):
X The surviving corporation is a domestic business corporation and the
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(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) NE Corner Broad and Chestnut Streets, Philadelphia, PA 19107 Philadelphia
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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 qualified foreign business corporation
--
incorporated under the laws of ____________________ 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)
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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
---
corporation incorporated under the laws of
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Number and Street City State Zip County
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DSCB:15-1926 (Rev 90)-2
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
Independence Bancorp, Inc.
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Address of Registered Office or Name of Commercial Registered Office
Provider
One Hillendale Road, Perkasie, PA 18944
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County
Bucks
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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 ____________
----- 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, pursuant to 15 PA.C.S. (S)1924(b)(2)
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Independence Bancorp, Inc. - adopted by directors and shareholders,
pursuant to 15 PA.C.S. (S)1924(a)
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6. (Check, and if appropriate complete, one of the following):
X
----- The plan of merger is set forth in full in Exhibit A attached hereto
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 27th day of June, 1994.
CoreStates Financial Corp
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(Name of Corporation)
BY: /s/ David J. Martin
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(signature)
TITLE: Executive Vice President
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Independence Bancorp, Inc.
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(Name of Corporation)
BY: /s/ John D. Harding
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(signature)
TITLE: President and Chief Executive Officer
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EXHIBIT (4)
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of June 27, 1994, among
INDEPENDENCE BANCORP, INC., a corporation duly organized and existing under
the laws of the State of Pennsylvania ("IBI"), CORESTATES FINANCIAL CORP, a
corporation duly organized and existing under the laws of the State of
Pennsylvania ("CoreStates") and THE BANK OF NEW YORK, a New York banking
corporation (the "Trustee").
RECITALS OF IBI AND CORESTATES
WHEREAS, IBI has heretofore executed and delivered to the Trustee a
certain Indenture, dated as of June 15, 1986 (the "Indenture") relating to
$50,000,000 principal amount of its 7% Convertible Subordinated Debentures Due
2011 (the "Debentures"); and
WHEREAS, pursuant to the Agreement and Plan of Merger dated as of the 19th
day of November, 1993 (the "Merger Agreement"), by and between CoreStates and
IBI, IBI will merge with and into CoreStates (the "Merger"), effective at a
time to be specified on June 27, 1994, or at such other time as the parties
may agree in accordance with the provisions of the Merger Agreement (the
"Effective Time"); and
WHEREAS, the Merger Agreement provides that, by virtue of the Merger, each
share of IBI common stock, par value $2.50 per share (the "IBI Common Stock"),
except for shares held directly or indirectly by CoreStates other than in a
fiduciary capacity or in satisfaction of a debt previously contracted, will be
converted into 1.50 shares of CoreStates common stock, par value $1.00 per
share (the "CoreStates Common Stock"); and
WHEREAS, pursuant to Section 1.6 of the Merger Agreement, the Debentures
outstanding at the Effective Time will be assumed by CoreStates and remain
outstanding thereafter as an obligation of CoreStates and, from and after the
Effective Time, the debentureholders will have the right to convert the
Debentures into such number of shares of CoreStates Common Stock receivable by
a holder of the number of shares of IBI Common Stock into which such
Debentures might have been converted immediately prior to the Merger. As a
result, the conversion price at which the Debentures, immediately after the
Effective Time, may be converted into CoreStates Common Stock shall be $24.167
per share of CoreStates Common Stock; and
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WHEREAS, section 4.06 of the Indenture provides that, in the case of the
merger of IBI into another corporation, the successor corporation will enter
into a supplemental indenture providing that the Debentureholders may convert
the Debentures into the kind and amount of shares of stock and other
securities and property receivable upon such merger by a holder of the number
of shares of Common Stock into which such Debenture might have been converted
immediately prior to such merger; and
WHEREAS, section 4.06 of the Indenture further requires that the
supplemental indenture provide for adjustments which shall be as nearly
equivalent as may be practical to the adjustments provided for in Article Four
of the Indenture; and
WHEREAS, IBI and Corestates desire to evidence CoreState's assumption of
the Debentures, and the parties' compliance with Section 1.6 of the Merger
Agreement and Section 4.06 of the Indenture, by the execution and delivery of
this First Supplemental Indenture; and
WHEREAS, all acts and proceedings required by law, and by the Indenture
necessary to constitute this First Supplemental Indenture a valid and binding
agreement for the uses and purposes herein set forth in accordance with its
terms have been done and performed, and the execution and delivery of this
First Supplemental Indenture have in all respects been duly authorized; and
NOW, THEREFORE, for and in consideration of the foregoing and other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each party agrees as follows for the benefit of the other party
and for the equal and ratable benefit for the Debentureholders:
ARTICLE I
Definitions
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For the purpose of this First Supplemental Indenture, except as otherwise
expressly provided or unless the context otherwise requires, capitalized terms
used but not defined herein that are defined in the Indenture, either directly
or by reference therein, have the meanings assigned to them therein.
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ARTICLE 2
Assumption of the Debentures and the Indenture
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As of the Effective Time, CoreStates assumes the due and punctual payment
of the Debentures and the due and punctual performance and observance of all
the conditions and covenants of this Indenture pursuant to and in accordance
with the terms of such Debentures and the Indenture.
ARTICLE 3
Conversion of Securities
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Section 3.01. Conversion Privilege. Subject to and upon compliance with
-----------------------------------
the provisions of Article Four of the Indenture, at the option of the holder,
any Debenture or any portion of the principal amount thereof which is $1,000
or a whole multiple thereof, may, at any time on or before June 15, 2011, or
in case such Debenture or some portion thereof shall be called for redemption
prior to such date, then, with respect to such Debenture or portion thereof
so called for redemption, until and including, but not after, the close of
business on the third business day next preceding the date fixed for such
redemption, be converted at the principal amount thereof into duly authorized,
validly issued and nonassessable shares of CoreStates Common Stock at the
conversion price of $24.167 per share of CoreStates Common Stock or, in case
an adjustment in the conversion price with respect to CoreStates Common Stock
has taken place pursuant to the provisions of Article Four of the Indenture,
then at the applicable conversion price as so adjusted.
Section 3.02. Adjustment of Conversion Price. Subject to Article Four of
---------------------------------------------
the Indenture, in the event that CoreStates takes any of the actions described
in Sections 4.05 or 4.06 of the Indenture, the conversion privilege and the
conversion price will be adjusted in the manner set forth in Article Four of
the Indenture.
Section 3.03 Other Provisions of General Application. References in the
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Indenture to "Company" and "Board of Directors" will be deemed to refer also
to CoreStates and the Board of Directors of CoreStates, respectively, and
references to "Common Stock" will be deemed to refer only to CoreStates Common
Stock.
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ARTICLE 4
Concerning the Trustee
----------------------
The Trustee accepts the provisions of this First Supplemental Indenture,
but only upon the terms and conditions set forth in the Indenture as amended
by this First Supplemental Indenture.
ARTICLE 5
Miscellaneous
-------------
Section 5.01. Effectiveness. This First Supplemental Indenture shall
---------------------------
take effect, without further action of the parties hereto, at the Effective
Time. Promptly after the Effective Time, IBI shall give the Trustee notice
thereof by causing a copy of the articles of merger with respect to the
Merger, certified by the Secretary of State of Pennsylvania, to be delivered
to the Trustee.
Section 5.02. Termination. This Supplemental Indenture shall terminate in
-------------------------
the event the Merger Agreement is terminated in accordance with its terms.
Promptly after such termination of the Merger Agreement, CoreStates shall give
the Trustee notice thereof in the manner specified in Section 4.10 of the
Indenture.
Section 5.03. Indenture Ratified. Except as herein expressly provided,
--------------------------------
the Indenture is in all respects ratified and confirmed and all the terms,
provisions and conditions thereof are and will remain in full force and
effect.
Section 5.04. Other
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(a) The Trustee accepts the trusts created by the Indenture, as amended
and supplemented hereby, and agrees to perform the same upon the terms
and conditions of the Indenture.
(b) The recitals contained herein shall be taken as statements of the
Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity
or sufficiency of this First Supplemental Indenture.
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<PAGE>
(c) Each of the Company and the Trustee makes and reaffirms as of the
date of execution of this First Supplemental Indenture all of its
respective representations, warranties, covenants and agreements set
forth in the Indenture.
(d) All covenants and agreements in this First Supplemental Indenture by
the Company or the Trustee shall bind its respective successors and
assigns, whether so expressed or not.
(e) In case any provision in this First Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
(f) Nothing in this First Supplemental Indenture, express or implied,
shall give to any person, other than the parties hereto and their
successors under the Indenture and the holders of the Debentures, any
benefit or any legal or equitable right, remedy or claim under the
Indenture.
(g) If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act of 1939, as may be amended from
time to time (the "Act"), that is required under such Act to be a
part of and govern this First Supplemental Indenture, the latter
provision shall control. If any provision hereof modifies or excludes
any provision of such Act that may be so modified or excluded, the
latter provision shall be deemed to apply to this First Supplemental
Indenture as so modified or excluded, as the case may be.
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(h) This First Supplemental Indenture shall be governed by and construed
in accordance with the internal laws of the State of New York,
without regard to conflicts of laws provisions thereof.
(i) All provisions of this First Supplemental Indenture shall be deemed
to be incorporated in, and made a part of, the Indenture; and the
Indenture, as amended and supplemented by this First Supplemental
Indenture, shall be read, taken and construed as one and the same
instrument.
. . .
This First Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be an original, but all
such counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties have duly executed this First
Supplemental Indenture as of the date first above written.
INDEPENDENCE BANCORP, INC.
By /s/ John D. Harding
----------------------
John D. Harding
President and Chief Executive Officer
CORESTATES FINANCIAL CORP
By /s/ Mark Stalnecker
----------------------
Mark Stalnecker
Executive Vice President
THE BANK OF NEW YORK,
as Trustee
By
----------------------
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IN WITNESS WHEREOF, the parties have duly executed this First
Supplemental Indenture as of the date first above written.
INDEPENDENCE BANCORP, INC.
By
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CORESTATES FINANCIAL CORP
By
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THE BANK OF NEW YORK,
as Trustee
By /s/ Robert F. McIntyre
----------------------
ROBERT F. McINTYRE
Assistant Vice President
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