<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 18, 1994
REGISTRATION NO. 33-55505
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CORESTATES FINANCIAL CORP
(EXACT NAMES OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PENNSYLVANIA 6711 23-1899716
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION 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)
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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)
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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
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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.
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.
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<PAGE>
[LOGO OF CORESTATES APPEARS HERE]
[LOGO OF GERMANTOWN SAVINGS PROSPECTUS
BANK APPEARS HERE] COMMON STOCK (PAR VALUE $1.00 PER SHARE)
PROXY STATEMENT CORESTATES FINANCIAL CORP
GERMANTOWN SAVINGS BANK PHILADELPHIA NATIONAL BANK BUILDING
ONE BELMONT AVENUE BROAD & CHESTNUT STREETS
BALA CYNWYD, PA 19004 PHILADELPHIA, PA 19107
(610) 660-8409 (215) 973-3827
SUPPLEMENT
DATED OCTOBER 18, 1994
This Supplement relates to and should be read in conjunction with the Proxy
Statement-Prospectus dated October 7, 1994 (the "Proxy Statement-Prospectus"),
furnished to shareholders of Germantown Savings Bank ("GSB") in connection with
the solicitation of proxies by the Board of Directors of GSB for use at the
Special Meeting of Shareholders to be held November 10, 1994 (the "Special
Meeting") and at any adjournments or postponements thereof. The Special Meeting
has been called to consider a proposal for GSB to merge into CoreStates Bank,
N.A. ("CoreStates Bank"), a wholly owned subsidiary of CoreStates Financial
Corp ("CoreStates"), as more fully described in the Proxy Statement-Prospectus
(the "Merger"). The Proxy Statement-Prospectus also constitutes a prospectus of
CoreStates with respect to the shares of CoreStates common stock, par value
$1.00 per share ("CoreStates Common Shares") issuable to GSB shareholders
pursuant to the Merger, as more fully described in the Proxy Statement-
Prospectus.
Subsequent to the furnishing of the Proxy Statement-Prospectus, it was
determined that the dissenters rights available to holders of GSB Common Shares
would be governed by the national bank laws, rather then the Pennsylvania
Business Corporation Law. Accordingly, the Proxy Statement-Prospectus is hereby
amended as follows:
(1) On page 11 of the Proxy Statement-Prospectus, the paragraph under the
heading "SUMMARY--Dissenters Rights" is amended and restated in its entirety to
read as follows:
Under applicable provisions of federal law, holders of GSB Common
Shares will have the right to dissent and obtain payment of the fair
value of their shares by complying with the provisions of 12 USC
(S)215a. Accompanying this Proxy Statement-Prospectus as Annex E is a
copy of the text of the applicable provisions of law that prescribe the
procedures for the exercise of dissenters rights and for determining
the value of their shares. Shareholders of GSB who seek to exercise
dissenters rights must carefully follow the procedures described in
such statutory provisions. For additional information concerning
dissenters rights, see "THE MERGER--Dissenters Rights."
(2) On pages 43-44 of the Proxy Statement-Prospectus, the section under the
heading "THE MERGER--Dissenters Rights" is amended and restated in its entirety
to read as follows:
DISSENTERS RIGHTS
Pursuant to applicable provisions of the national bank laws, holders
of GSB Common Shares will have the right to dissent and obtain payment
of the value of their shares (as determined in accordance with such
provisions) by complying with the procedures set forth in such
provisions of the national bank laws. Accompanying this Proxy
Statement-Prospectus as Annex E is a copy of the text of the applicable
provisions of the national bank laws. Shareholders of GSB who seek to
exercise dissenters rights must carefully follow the procedure
described in such statutory provisions and applicable regulations of
the Office of the Comptroller of the Currency ("OCC"). The following is
a summary of such statutory provisions, and is qualified in its
entirety by reference to such statutory provisions and applicable
regulations of the OCC thereunder.
<PAGE>
Pursuant to 12 USC (S)215a, any holder of GSB Common Shares who votes
against the Merger at the Special Meeting, or who has given notice in
writing at or prior to the Special Meeting to the presiding officer
that he or she dissents from the plan of merger, shall be entitled to
receive the value of the GSB Common Shares held by such shareholder
when such merger shall be approved by the OCC, upon written request
made to CoreStates Bank at any time before thirty days after the date
of consummation of the Merger, accompanied by the surrender of his or
her stock certificates. CoreStates and GSB anticipate that a press
release will be issued announcing the consummation of the Merger
promptly following such consummation.
The value of the shares of any dissenting shareholder shall be
determined, as of the effective date of the Merger, by an appraisal
made by a committee of three persons, composed of one selected by the
vote of the holders of a majority of the stock, the owners of which are
entitled to payment in cash pursuant to the exercise of dissenters
rights; one selected by the directors of CoreStates Bank; and one
selected by the two so selected. The valuation agreed upon by any two
of the three appraisers shall govern.
If the value so fixed shall not be satisfactory to any dissenting
shareholder who has requested payment, that shareholder may, within
five days after being notified of the appraised value of his shares,
appeal to the OCC, which shall cause a reappraisal to be made which
shall be final and binding as to the value of the shares of the
applicant. If, within ninety days from the date of consummation of the
Merger, for any reason one or more of the appraisers is not selected,
or the appraisers fail to determine the value of such shares, the OCC
shall upon written request of any interested party cause an appraisal
to be made which shall be final and binding on all parties. The expense
of the OCC in making the reappraisal or the appraisal, as the case may
be, shall be paid by CoreStates Bank. The value of the shares
ascertained shall be promptly paid to the dissenting shareholders by
CoreStates Bank.
(3) On page 75 of the Proxy Statement-Prospectus, the following sentence is
added to the end of the paragraph immediately preceding the heading "Dividends
and Other Distributions": "In addition, in the case of a merger of GSB into a
national bank, the rights of dissenting shareholders are determined by
applicable provisions of the national bank laws, rather than the provisions of
Pennsylvania law."
(4) On page A-6 of Annex A to the Proxy Statement-Prospectus, the reference
in the parenthetical clause of Section 1.2(a) of the Agreement and Plan of
Merger to "applicable provisions of the Pennsylvania Banking Code and the
Pennsylvania Business Corporation Law" is amended and restated to refer to
"applicable provisions of law."
(5) Annex E to the Proxy Statement-Prospectus is amended and restated in its
entirety to read as attached hereto.
THE BOARD OF DIRECTORS OF GSB UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE IN FAVOR OF THE MERGER, AS DESCRIBED IN THE PROXY
STATEMENT-PROSPECTUS. An additional proxy card has been enclosed with this
Supplement. Shareholders wishing to cast a vote with respect to the
Merger, or to change their vote pursuant to a proxy previously delivered,
may do so by signing, dating and returning the enclosed proxy card. If a
shareholder has already signed and returned a proxy card and does not wish
to change their vote, it is not necessary to sign and return an additional
proxy. Shareholders are strongly encouraged to submit a proxy casting
their vote with regard to the Merger, after reviewing the Proxy Statement-
Prospectus, whether or not they plan to attend the Special Meeting.
2
<PAGE>
ANNEX E
STATUTORY PROVISIONS CONCERNING DISSENTERS RIGHTS OF GSB SHAREHOLDERS
NATIONAL BANK LAWS
12 USC (S) 215A. MERGER OF NATIONAL BANKS OR STATE BANKS INTO NATIONAL BANKS.
. . .
(B) DISSENTING SHAREHOLDERS
If a merger shall be voted for at the called meetings by the necessary
majorities of the shareholders of each association or State bank
participating in the plan of merger, and thereafter the merger shall be
approved by the Comptroller, any shareholder of any association or State
bank to be merged into the receiving association who has voted against such
merger at the meeting of the association or bank of which he is a
stockholder, or has given notice in writing at or prior to such meeting to
the presiding officer that he dissents from the plan of merger, shall be
entitled to receive the value of the shares so held by him when such merger
shall be approved by the Comptroller upon written request made to the
receiving association at any time before thirty days after the date of
consummation of the merger, accompanied by the surrender of his stock
certificates.
(C) VALUATION OF SHARES
The value of the shares of any dissenting shareholder shall be
ascertained, as of the effective date of the merger, by an appraisal made
by a committee of three persons, composed of (1) one selected by the vote
of the holders of the majority of the stock, the owners of which are
entitled to payment in cash; (2) one selected by the directors of the
receiving association; and (3) one selected by the two so selected. The
valuation agreed upon by any two of the three appraisers shall govern. If
the value so fixed shall not be satisfactory to any dissenting shareholder
who has requested payment, that shareholder may, within five days after
being notified of the appraised value of his shares, appeal to the
Comptroller, who shall cause a reappraisal to be made which shall be final
and binding as to the value of the shares of the appellant.
(D) APPLICATION TO SHAREHOLDERS OF MERGING ASSOCIATIONS: APPRAISAL BY
COMPTROLLER; EXPENSES OF RECEIVING ASSOCIATION; SALE AND RESALE OF
SHARES; STATE APPRAISAL AND MERGER LAW
If, within ninety days from the date of consummation of the merger, for
any reason one or more of the appraisers is not selected as herein
provided, or the appraisers fail to determine the value of such shares, the
Comptroller shall upon written request of any interested party cause an
appraisal to be made which shall be final and binding on all parties. The
expenses of the Comptroller in making the reappraisal or the appraisal, as
the case may be, shall be paid by the receiving association. The value of
the shares ascertained shall be promptly paid to the dissenting
shareholders by the receiving associations. The shares of stock of the
receiving association which would have been delivered to such dissenting
shareholders had they not requested payment shall be sold by the receiving
association at an advertised public auction, and the receiving association
shall have the right to purchase any of such shares at such public auction,
if it is the highest bidder therefor, for the purpose of reselling such
shares within thirty days thereafter to such person or persons and at such
price not less than par as its board of directors by resolution may
determine. If the shares are sold at public auction at a price greater than
the amount paid to the dissenting shareholders, the excess in such sale
price shall be paid to such dissenting shareholders. The appraisal of such
shares of stock in any State bank shall be determined in the manner
prescribed by the law of the State in such cases, rather than as provided
in this section, if such provision is made in the State law; and no such
merger shall be in contravention of the law of the State under which such
bank is incorporated. The provisions of this subsection shall apply only to
shareholders of (and stock owned by them in) a bank or association being
merged into the receiving association.
. . .
<PAGE>
SIGNATURES
CORESTATES FINANCIAL CORP
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, CORESTATES FINANCIAL CORP
HAS DULY CAUSED THIS POST-EFFECTIVE 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 18, 1994.
CORESTATES FINANCIAL CORP
By: /s/ Terrence A. Larsen
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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
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<S> <C> <C>
* Director, Chairman of October 18, 1994
- -------------------------------- the Board, President
TERRENCE A. LARSEN and Chief Executive
Officer (principal
executive officer)
/s/ David C. Carney Chief Financial October 18, 1994
- -------------------------------- Officer (principal
DAVID C. CARNEY financial officer)
* Executive Vice October 18, 1994
- -------------------------------- President (principal
ALBERT W. MANDIA accounting officer)
* Director October 18, 1994
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GEORGE A. BUTLER
* Director October 18, 1994
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ROBERT H. CAMPBELL
* Director October 18, 1994
- --------------------------------
NELSON G. HARRIS
</TABLE>
II-1
<PAGE>
SIGNATURES CAPACITY DATE
*
- -------------------------------- Director October 18, 1994
CARLTON E. HUGHES
*
- -------------------------------- Director October 18, 1994
SHIRLEY A. JACKSON
*
- -------------------------------- Director October 18, 1994
ERNEST E. JONES
*
- -------------------------------- Director October 18, 1994
HERBERT LOTMAN
*
- -------------------------------- Director October 18, 1994
PATRICIA A. MCFATE
*
- -------------------------------- Director October 18, 1994
JOHN A. MILLER
*
- -------------------------------- Director October 18, 1994
MARLIN MILLER, JR.
*
- -------------------------------- Director October 18, 1994
STEPHANIE W. NAIDOFF
*
- -------------------------------- Director October 18, 1994
SEYMOUR S. PRESTON, III
*
- -------------------------------- Director October 18, 1994
JAMES M. SEABROOK
II-2
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES CAPACITY DATE
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<S> <C> <C>
* Director October 18, 1994
- --------------------------------
J. LAWRENCE SHANE
* Director October 18, 1994
- --------------------------------
RAYMOND W. SMITH
* Director October 18, 1994
- --------------------------------
HAROLD A. SORGENTI
Director
- --------------------------------
PETER S. STRAWBRIDGE
* By: /s/ David C. Carney
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ATTORNEY-IN-FACT
</TABLE>
II-3
