<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1994
REGISTRATION NO. 33-40717
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CORESTATES FINANCIAL CORP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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PENNSYLVANIA 23-1899716
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
CENTRE SQUARE WEST
1500 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19101
215-973-3827
(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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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
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, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [_]
AMENDMENT NO. 1 FILED PURSUANT TO RULE 416(B) TO REFLECT AN INCREASE IN THE
AMOUNT OF CORESTATES FINANCIAL CORP COMMON STOCK, $1.00 PAR VALUE, REGISTERED
HEREUNDER FROM 2,000,000 SHARES TO 4,000,000 SHARES AS THE RESULT OF A STOCK
DIVIDEND IN THE FORM OF A TWO-FOR-ONE STOCK SPLIT DISTRIBUTED ON OCTOBER 15,
1993.
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.
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<PAGE>
PROSPECTUS
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CORESTATES FINANCIAL CORP
[LOGO OF CORESTATES APPEARS HERE]
COMMON STOCK
($1.00 PAR VALUE)
DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN
The Dividend Reinvestment and Share Purchase Plan (the "Plan") of CoreStates
Financial Corp ("CoreStates") provides certain holders of record of shares of
Common Stock, $1.00 par value, of CoreStates ("CoreStates Common Stock") with a
simple and convenient method of investing cash dividends and optional cash
payments in additional shares of CoreStates Common Stock without payment of any
brokerage commission or service charge. Shares of CoreStates Common Stock
purchased with automatically reinvested dividends will be purchased at 100% of
the market price (as determined below). Shares of CoreStates Common Stock
purchased with optional cash payments will be purchased at 100% of the market
price (as determined below). In addition, brokers and nominees may reinvest
dividends and make optional cash payments on behalf of beneficial owners by
means of the Broker and Nominee Authorization Form described below. Those
holders of CoreStates Common Stock who do not participate in the Plan will
receive cash dividends, as declared, in the usual manner.
A Participant in the Plan may obtain additional shares of CoreStates Common
Stock by:
--reinvesting dividends on all shares registered in the name of the
Participant;
--reinvesting dividends on part of the shares registered in the name of the
Participant (while continuing to receive cash dividends on his or her
remaining shares); or
--making optional cash payments of not less than $50 up to a total of $5,000
per month, whether or not dividends on shares held by the Participant are
being reinvested.
This Prospectus relates to 4,000,000 shares of CoreStates Common Stock
registered for sale under the Plan. Participants should retain this Prospectus
for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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This Prospectus does not constitute an offer to sell or a solicitation of any
offer to buy any of the securities offered hereby in any jurisdiction to any
person to whom it is unlawful to make such an offer or solicitation in such
jurisdiction. No person has been authorized to give any information or to make
any representations other than those contained in this Prospectus in connection
with the offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by
CoreStates. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that information herein
is correct as of any time subsequent to the date hereof.
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The date of this Prospectus is April 29, 1994.
<PAGE>
AVAILABLE INFORMATION
CoreStates is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Proxy statements, reports and other information
concerning CoreStates can be inspected and copied at the Commission's office at
450 5th Street, N.W., Washington, D.C. 20549 and the Commission's Regional
Offices in New York (7 World Trade Center, 13th Floor, New York, New York
10048) and Chicago (Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60621-2511), and copies of such material can be obtained from
the Public Reference Section of the Commission at 450 5th Street, N.W.,
Washington, D.C. 20549, at prescribed rates. CoreStates Common Stock is listed
on the New York Stock Exchange, and reports and other information filed with
the Commission are available for inspection at the Library of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. This
Prospectus does not contain all the information set forth in the Registration
Statement and Exhibits thereto which CoreStates has filed with the Commission
under the Securities Act of 1933, as amended (the "Act"), and to which
reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated by reference the following documents of CoreStates.
1. Annual Report on Form 10-K for the year ended December 31, 1993 (including
portions of its 1993 Annual Report to Shareholders incorporated by reference
therein), filed with the Commission pursuant to Section 13(a) of the Exchange
Act.
2. Current Reports on Form 8-K dated January 19, 1994, March 7, 1994, March
16, 1994 and April 19, 1994, filed with the Commission pursuant to Section
13(a) of the Exchange Act.
3. The description of CoreStates Common Stock contained in CoreStates
Registration Statement on Form 8-A/A dated December 22, 1993.
All other documents filed with the Commission by CoreStates pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering hereunder of
the CoreStates Common Stock shall be deemed to be incorporated by reference
into this Prospectus. 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 Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
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 Prospectus.
ANY PERSON RECEIVING A COPY OF THIS PROSPECTUS MAY OBTAIN, WITHOUT CHARGE,
UPON WRITTEN OR ORAL REQUEST, A COPY OF THE DOCUMENTS INCORPORATED BY REFERENCE
HEREIN, EXCEPT FOR THE EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE THEREIN. WRITTEN REQUESTS SHOULD BE
MAILED TO OFFICE OF THE CORPORATE SECRETARY, CORESTATES FINANCIAL CORP, P.O.
BOX 7558, F.C. 1-3-16-29, PHILADELPHIA, PENNSYLVANIA, 19101. TELEPHONE REQUESTS
MAY BE DIRECTED TO (215) 973-1064.
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CORESTATES FINANCIAL CORP
CoreStates is a registered bank holding company incorporated under the laws
of Pennsylvania with its executive offices at Centre Square West, 1500 Market
Street, Philadelphia, Pennsylvania 19101 (telephone number 215-973-3827). At
December 31, 1993, CoreStates had total consolidated assets of approximately
$23.7 billion and shareholders' equity of approximately $1.96 billion and,
based on the latest available rankings of bank holding companies, was believed
to be the 32nd largest bank holding company in the United States at such date.
The lead banking subsidiary of CoreStates is CoreStates Bank, N.A.
("CoreStates Bank"), a national banking association with executive offices
located in Philadelphia, Pennsylvania. Divisions of CoreStates Bank are
marketed as Philadelphia National Bank Division, the wholesale banking unit,
CoreStates First Pennsylvania Bank Division, the retail banking unit, and since
its merger into CoreStates Bank in August 1993, CoreStates Hamilton Bank, the
unit serving central Pennsylvania. Other principal banking subsidiaries of
CoreStates are New Jersey National Bank ("NJNB"), a national banking
association with its executive offices located in Pennington, New Jersey,
Constellation Bank, National Association ("Constellation"), a national banking
association with its executive offices located in Elizabeth, New Jersey, and
CoreStates Bank of Delaware N.A. ("CBD"), a national banking association with
its sole office located in New Castle County, Delaware. CoreStates Bank, NJNB,
Constellation and CBD are sometimes referred to herein as the "Banking
Subsidiaries". Through CoreStates Bank, NJNB, Constellation and CBD, CoreStates
has been engaging in the business of providing wholesale banking services,
consumer financial services which includes retail banking, and trust and
investment management services. Electronic payment services are also provided
through Electronic Payment Services, Inc. ("EPS") a 30.99% owned joint venture
with three other bank holding companies. Other subsidiaries of CoreStates
currently engage in consumer financing, factoring and commercial financing,
investment advisory, discount brokerage and leasing services.
THE PLAN
The Plan was authorized by CoreStates' Board of Directors on May 21, 1991,
was effective on September 4, 1991 and was amended effective April 1, 1994.
The text of the Plan as set forth in question and answer form is as follows:
PURPOSE
1. What is the purpose of the Plan?
The Plan provides eligible holders of record of CoreStates Common Stock with
a simple and convenient way to invest cash dividends at 100% of the market
price (as determined below), and invest optional cash payments at 100% of the
market price (as determined below), in additional shares of CoreStates Common
Stock, without payment of any brokerage commission or service or other charge.
To the extent such shares are purchased from CoreStates, it will receive
additional funds for general corporate purposes. The Plan offers eligible
holders an opportunity to invest conveniently for long-term growth. The Plan is
for the benefit of long term investors, and not for individuals and
institutions who engage in transactional profit activities or engage in
excessive joining and terminations, including without limitation, transactional
activities or excessive joining and terminations which cause aberrations in the
trading volume of CoreStates Common Stock. CoreStates accordingly reserves the
right to modify, suspend or terminate participation by certain otherwise
eligible holders in the Plan in order to eliminate such practices.
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ADMINISTRATION
2. Who administers the Plan?
First Chicago Trust Company of New York ("First Chicago"), as Plan
Administrator, administers the Plan, keeps records, sends statements of
account to Participants and performs other duties relating to the Plan. Shares
of CoreStates Common Stock purchased under the Plan ("Plan Shares") will be
registered in the name of First Chicago (or its nominee), as agent for each
Participant in the Plan and will be credited to the accounts of the respective
Participants. As record holder of the Plan Shares held in Participants'
accounts under the Plan, First Chicago will receive dividends on all Plan
Shares held on the dividend record date, will credit such dividends to
Participants' accounts on the basis of full and fractional shares held in
these accounts, and will automatically reinvest such dividends in additional
shares of CoreStates Common Stock. See No. 30.
PARTICIPATION
3. Who is eligible to participate?
All holders of record of CoreStates Common Stock having addresses entered on
the stockholder records maintained by First Chicago in the United States or
Canada are eligible to participate in the Plan. Holders of record having
addresses outside the United States or Canada will not be eligible to
participant in the Plan. If CoreStates Common Stock is currently registered in
a stockholder's own name, the stockholder may participate directly in the
Plan. A beneficial owner whose shares are registered in a name other than his
or her own (for example, in the name of a broker or bank nominee) must either
become a stockholder of record by having such shares transferred into his or
her own name or make arrangements with his or her broker or bank to
participate on his or her behalf. CoreStates has made arrangements with First
Chicago to facilitate reinvestment of dividends and to make optional cash
payments under the Plan by record holders such as brokers and bank nominees on
behalf of beneficial owners. See Nos. 4, 7 and 12. Participants may not
reinvest dividends in excess of $50,000 per dividend payment without prior
permission of CoreStates. Requests for such prior permission should be
directed to the Corporate Secretary at the address and/or telephone number
listed on page 2.
4. How does an eligible stockholder participate?
Any eligible stockholder of CoreStates Common Stock may join the Plan by
completing and signing the Authorization Card accompanying this Prospectus and
returning it to First Chicago. A postage-paid envelope is provided for this
purpose. Additional Authorization Cards may be obtained at any time by written
request to First Chicago. See No. 30.
A broker or nominee may participate in the Plan on behalf of beneficial
owners by signing and returning either the Authorization Card or the Broker
and Nominee Authorization Form (the "B&N Form"). See Nos. 7 and 12 below.
5. When may an eligible stockholder join the Plan?
An eligible stockholder of CoreStates Common Stock may join the Plan at any
time. Once in the Plan, such stockholder will remain a Participant until such
stockholder discontinues participation or the Plan is terminated.
If an Authorization Card requesting reinvestment of dividends is received by
First Chicago on or before the record date established for a particular
dividend, reinvestment will commence with that dividend. If an Authorization
Card is received from a stockholder after the record date established for a
particular dividend, the reinvestment of dividends will begin on the dividend
payment date following the next record date if such stockholder is still a
holder of record.
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6. What are the record dates & Investment Dates for dividend reinvestments?
Dividends declared on CoreStates Common Stock are normally paid on the first
day of January, April, July and October, and the record date for each such
dividend generally has been twenty-five days prior to such payment date.
Dividend payment dates are "Investment Dates" for reinvestment of dividends. If
such a date falls on a date when the New York Stock Exchange is closed, the
first day immediately following such date on which the New York Stock Exchange
is open will be the Investment Date. See Question No. 13 for a discussion of
record dates and related Investment Dates for optional cash payments.
Dividend record dates for CoreStates Common Stock (and the relevant
Investment Dates) are anticipated to be as follows for the next four quarters:
<TABLE>
<CAPTION>
RECORD DATE (DATE BY WHICH
AUTHORIZATION CARD INVESTMENT DATE (DATE ON WHICH
MUST BE RECEIVED) DIVIDEND WILL BE REINVESTED)
-------------------------- ------------------------------
<S> <C>
June 6, 1994 July 1, 1994
September 6, 1994 October 3, 1994
December 6, 1994 January 3, 1995
March 6, 1995 April 3, 1995
</TABLE>
It is anticipated that dividend record dates and relevant Investment Dates
for CoreStates Common Stock in the future will be approximately at the same
times of the year as set forth above.
7. What does the Authorization Card provide?
The Authorization Card provides for the purchase of additional shares of
CoreStates Common Stock through the following investment options:
If "Full Dividend Reinvestment" is elected, First Chicago will apply all
cash dividends on all shares registered in a Participant's name, together
with any optional cash payments, toward the purchase of additional
CoreStates Common Stock.
If "Partial Dividend Reinvestment" is elected, First Chicago will apply
all the cash dividends on only the number of shares that are specified,
together with any optional cash payments, toward the purchase of additional
CoreStates Common Stock.
If "Optional Cash Payments Only" is elected, the Participant will
continue to receive cash dividends on all shares registered in a
Participant's name, and First Chicago will apply optional cash payments to
purchase additional CoreStates Common Stock.
The Authorization Card further directs First Chicago to reinvest
automatically any subsequent dividends on Plan Shares held in the
Participant's Plan account. The Authorization Card is designed to be used
by an eligible stockholder whose shares are registered in his or her name
for the reinvestment of dividends and for optional cash payments.
If a broker or other nominee holds shares of a beneficial owner,
reinvestment of dividends and optional cash payments may be made through
the use of the B&N Form, as described in No. 12, below.
PURCHASES
8. What is the source of CoreStates Common Stock purchased under the Plan?
Plan shares will be, at CoreStates' option, purchased either from CoreStates,
in which event such shares will be either authorized but unissued shares or
shares held in the treasury of CoreStates, or on the open market, or by
combination of the foregoing.
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9. When will shares be purchased under the Plan?
Purchases from CoreStates of authorized but unissued shares of CoreStates
Common Stock and shares held in the treasury of CoreStates will be made on the
relevant Investment Date (as defined in Nos. 6 and 13) or, in the case of open
market purchases, as soon thereafter as determined by First Chicago. Purchases
on the open market will be completed no later than 30 days from the relevant
Investment Date except where completion at a later date is necessary or
advisable under any applicable federal securities laws. Open market purchases
may be made on any securities exchange where such shares are traded, in the
over-the-counter market, or by negotiated transactions and may be subject to
such terms with respect to price, delivery, and other terms as First Chicago
may agree to. Neither CoreStates nor any Participant shall have any authority
or power to direct the time or price at which shares may be purchased, or the
selection of the broker or dealer through or from whom purchases are to be
made.
NO INTEREST WILL BE PAID ON DIVIDENDS OR OPTIONAL CASH PAYMENTS PENDING
REINVESTMENT OR INVESTMENT.
10. What will be the price to the Participant of shares purchased under the
Plan?
The price to the Participant of shares purchased with reinvested dividends on
the open market under the Plan will be 100% of the weighted average purchase
price(s) of CoreStates Common Stock purchased for the Plan in respect of the
related Investment Date. In the case of purchases with reinvested dividends
from CoreStates of authorized but unissued or treasury shares of CoreStates
Common Stock, the purchase price to the Participant will be 100% of the result
obtained by averaging the daily high and low sale prices, computed to three
decimal places, of CoreStates Common Stock on the New York Stock Exchange, as
reported in the Wall Street Journal, for the ten Trading Days (as defined
below) immediately preceding the relevant Investment Date (the "Pricing
Period").
The price to the Participant of shares purchased on the open market under the
Plan with optional cash payments will be 100% of the weighted average purchase
price(s) of CoreStates Common Stock purchased for the Plan in respect of the
related Investment Date. In the case of purchases with optional cash payments
from CoreStates of authorized but unissued or treasury shares of CoreStates
Common Stock, the purchase price to the Participant will be 100% of the result
obtained by averaging the daily high and low sale prices, computed to three
decimal places, of CoreStates Common Stock on the New York Stock Exchange, as
reported in the Wall Street Journal, for the Pricing Period.
A Trading Day means a day on which the New York Stock Exchange is open and
for which trades in CoreStates Common Stock are reported.
11. How will the number of shares purchased for a participant be determined?
A Participant's account in the Plan will be credited with that number of
shares, including fractions computed to three decimal places, equal to the
total amount to be invested by such Participant divided by the purchase price
per share.
OPTIONAL CASH PAYMENTS
12. How does the optional cash payment feature of the Plan work?
All eligible holders of record of CoreStates Common Stock who have submitted
a signed Authorization Card are eligible to make optional cash payments at any
time. First Chicago will apply any optional cash payment in collected funds
timely received from a Participant to the purchase of CoreStates Common Stock
for the account of the Participant on the following Investment Date, if such
Common Stock is purchased from CoreStates, and on, or as soon as determined by
First Chicago after such Investment Date if such CoreStates Common Stock is
purchased on the open market. See Nos. 13 and 14.
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The B&N Form provides a means whereby a broker or nominee may inform First
Chicago, not later than five business days following the record date relating
to a dividend payment date, with written instructions, identifying one or more
beneficial owners and specifying as to each owner the number of shares of
CoreStates' Common Stock with respect to which the dividend is to be
reinvested. The B&N Form, therefore, unlike the Authorization Card,
contemplates new instructions to First Chicago each time a dividend is
declared. The B&N Form also provides that a broker or nominee may forward
optional cash payments to First Chicago in advance of each relevant record
date, (See Question 13), along with written instructions on an appropriate form
identifying the beneficial owners for whom the optional cash payments are being
made and specifying the amounts of the payments. First Chicago, on the relevant
Investment Date, will reinvest the dividend payable with respect to the number
of shares of CoreStates' Common Stock specified in the broker or nominee's
instructions for each identified owner. In addition, on any relevant Investment
Date, First Chicago will invest any optional cash payment specified in and
remitted along with the broker or nominee's instructions for each identified
owner. First Chicago will invest any dividends or optional cash payments in as
many whole shares of CoreStates' Common Stock as can be purchased with the
total of the dividend paid with respect to each specified number of shares and
any optional cash payment at the purchase prices computed in accordance with
the Plan. Any remaining portion of such amount which otherwise would have been
used to purchase fractional shares will be paid in cash to the broker or
nominee. As soon as practicable following the relevant Investment Date, First
Chicago will transmit to the broker or nominee a listing containing the
identification of each owner furnished by the broker or nominee in its
instructions and showing as to each such owner (if applicable): (a) the number
of shares of CoreStates' Common Stock specified for dividend reinvestment, (b)
the total dividend paid with respect to such shares of CoreStates' Common
Stock, (c) the total amount invested in respect of optional cash payments, (d)
the number of whole shares of CoreStates' Common Stock purchased, (e) the total
cost of the shares of CoreStates' Common Stock purchased, (f) the portion of
the total amount available for reinvestment but not reinvested, and (g) the
aggregate fair market value on the dividend payment date of the shares
purchased. Accompanying the listing will be a share certificate, registered in
the name of the record holder, for the total number of shares purchased for
each of the beneficial owners, and a check for the aggregate amount of the
dividends or optional cash payments not reinvested for such owners.
For any Investment Date, optional cash payments may be an amount per month
equal to not less than $50 up to a total of $5,000. CoreStates will not allow
optional cash payments in excess of $5,000 per month. In the event a
Participant delivers an optional cash payment other than in the amount
permitted, CoreStates will invest only that portion, if any, that complies with
the investment limitation and will return the remainder. NO INTEREST WILL BE
PAID BY CORESTATES OR FIRST CHICAGO ON ANY SUCH AMOUNT RETURNED TO A
PARTICIPANT.
13. What are the record dates and Investment Dates for optional cash
payments?
For optional cash payments made in a month when there is a dividend record
date, the optional cash payment record date and Investment Date are the same as
those for dividend reinvestments.
For optional cash payments made in a month when there is not a dividend
record date, the Investment Date is the twenty-fifth day of the month. If that
day falls on a date when the New York Stock Exchange is closed, the first day
immediately following such date on which the New York Stock Exchange is open
will be the Investment Date.
The record date for optional cash payments made in a month when there is not
a dividend record date is the business day immediately preceding the first day
of the Pricing Period.
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<PAGE>
14. When must optional cash payments be received?
First Chicago must be in receipt of collected funds on or before the business
day immediately preceding the first day of a Pricing Period in order for such
funds to be invested on the next Investment Date. Payments may be made with
check or money order made payable to "First Chicago--CoreStates DRIP".
NO INTEREST WILL BE PAID BY CORESTATES OR FIRST CHICAGO ON OPTIONAL CASH
PAYMENTS HELD PENDING INVESTMENT. THEREFORE, ALTHOUGH OPTIONAL CASH PAYMENTS
MAY BE MADE AT ANY TIME, IT IS ADVISABLE TO TRANSMIT SUCH PAYMENTS SHORTLY
BEFORE THE PRICING PERIOD BEGINS.
15. May optional cash payments be returned to a Participant?
Optional cash payments received by First Chicago on or after the first day of
the Pricing Period will be applied to purchase Common Stock on the Investment
Date following the next Pricing Period. However, such payments will be returned
to a Participant upon written request by such Participant received at least two
days prior to the record date for the next Investment Date.
COSTS
16. What are the costs to a Participant in the Plan?
A Participant will incur no brokerage commissions or service charges for
purchases made under the Plan. Any brokerage commissions in connection with a
sale by First Chicago of all or a part of the shares held for a Participant
under the Plan will be charged to such Participant. In addition, a service fee
of $10.00 will be deducted from the proceeds of each sale of shares. See No. 23
below for additional information. All other costs of administration of the Plan
incurred in connection with the purchase of the shares will be paid by
CoreStates.
REPORTS TO PARTICIPANTS
17. What kinds of reports will be sent to Participants?
As soon as practical after each purchase of shares on behalf of a
Participant, such Participant will receive a statement of account. These
statements are a record of the cost of purchase of shares under the Plan and
should be retained for tax purposes. In addition, each Participant will receive
annual and quarterly reports to shareholders, notices of shareholder meeting
and proxy statements and Internal Revenue Service Information for reporting
dividends paid.
CERTIFICATES FOR SHARES
18. Will certificates be issued for shares purchased?
Plan Shares will be held in the name of First Chicago or its nominee. This
service protects against the loss, theft or destruction of the stock
certificates evidencing Plan Shares. However, certificates will be issued to
any Participant upon specific written request. See No. 20 below. The number of
shares purchased for a Participant's account under the Plan will be shown on
such Participant's statement of account.
Each account under the Plan will be maintained in the name in which
certificates of the Participant were registered at the time such Participant
entered the Plan. A Participant who wishes to pledge shares credited to such
Participant's Plan account must first withdraw such shares from the account.
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<PAGE>
Certificates for shares purchased pursuant to instructions received on B&N
Forms will be delivered to the holder of record. See No. 12 above.
19. How may certificates be deposited with Plan shares?
A Participant may deposit with First Chicago certificates for shares of
CoreStates Common Stock registered in his name for credit under the Plan. There
is no charge for this custodial service and by making the deposit, the
Participant is relieved of the responsibility for loss, theft or destruction of
the certificates. Because the Participant bears the risk of loss in sending
certificates to First Chicago, certificates should be sent by registered mail,
return receipt requested, and properly insured to the address specified in the
Answer to Question 30. If certificates are later issued either upon request of
the Participant or upon termination of participation, new, differently numbered
certificates will be issued.
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
20. How may shares be withdrawn from the Plan?
Plan Shares credited to a Participant's account may be withdrawn by a
Participant by notifying First Chicago in writing specifying the number of
shares to be withdrawn. Certificates for whole shares of CoreStates Common
Stock so withdrawn will be issued to and registered in the name of the
Participant.
21. Will dividends on shares withdrawn from the Plan continue to be
reinvested?
If the Participant has authorized "Full Dividend Reinvestment", cash
dividends with respect to shares withdrawn from a Participant's account will
continue to be reinvested. If, however, cash dividends with respect to only
part of the shares registered in a Participant's name are being reinvested,
First Chicago will continue to reinvest dividends on only the number of shares
specified by the Participant on the Authorization Card unless a new
Authorization Card specifying a different number of shares is delivered.
22. Will dividends on a Participant's Plan Shares continue to be invested if
the Participant sells or transfers the shares of CoreStates Common Stock
registered in his or her name?
Even if a Participant sells or transfers all of the shares of CoreStates
Common Stock registered in his or her name, First Chicago will continue to
reinvest dividends on the Plan Shares held for his or her Plan account until a
written request for withdrawal from the Plan is received from the Participant.
TERMINATION OF PARTICIPATION
23. How and when may a Participant terminate participation in the Plan?
A Participant may terminate participation in the Plan any time by prior
notice in writing to First Chicago. As soon as practical following termination,
First Chicago will send the Participant a certificate for the whole shares in
the Participant's Plan account. If the Participant so requests, First Chicago
will sell all or a portion of such shares and remit the proceeds, less any
related brokerage commission, a service fee of $10.00, any other costs of sale
and applicable transfer tax. If the request to terminate is received by First
Chicago on or after the record date for a dividend payment, such request to
terminate may not become effective until any dividend paid on the dividend
payment date has been reinvested and the shares of CoreStates Common Stock
purchased are credited to the Participant's account under the Plan. First
Chicago, in its sole discretion, may either pay any such dividend in cash or
reinvest it in CoreStates Common Stock on behalf of the terminating
Participant. If the dividend is reinvested, First Chicago will sell the shares
purchased and remit the proceeds to the Participant, less any related brokerage
commission, a service fee of $10.00, any
9
<PAGE>
other costs of sale and applicable transfer tax. Any optional cash payments
sent to First Chicago prior to the request to terminate will also be invested
unless return of the amount is expressly requested in the request for
termination and such request is received at least two business days prior to
the optional cash payment record date. The request for termination will then be
processed as promptly as possible following such relevant dividend record date.
In every case of termination, the Participant's interest in a fractional share
will be paid in cash less any related brokerage commission and any other costs
of sale.
RIGHTS OFFERING; STOCK DIVIDENDS OR STOCK SPLITS
24. If CoreStates has a rights offering, how will the rights on Plan Shares
be handled?
Participation in any rights offering will be based upon both shares of
CoreStates Common Stock registered in a Participant's name and any whole Plan
Shares credited to such Participant's Plan account.
25. What happens if CoreStates issues a dividend payable in stock or declares
a stock split?
Any stock dividend or split shares of CoreStates Common Stock distributed by
CoreStates on Plan Shares will be credited pro rata to each Participant's
account. Stock dividends or split shares distributed on shares registered in a
Participant's name will be mailed directly to the Participant.
VOTING RIGHTS
26. How will First Chicago vote shares credited to a Participant's account in
the Plan at stockholder's meetings?
For each meeting of stockholders, a Participant will receive proxy material
that will enable the Participant to vote both the shares registered in the
Participant's name directly and whole shares credited to the Participant's Plan
account.
INCOME TAX CONSEQUENCES
27. What are the income tax consequences of participation in the Plan?
Reinvested Dividends. In the case of reinvested dividends, when First Chicago
acquires shares directly from CoreStates, the Participant must include in gross
income a dividend equal to the number of shares purchased with the
Participant's reinvested dividends multiplied by the fair market value of
CoreStates Common Stock on the relevant dividend payment date. The
Participant's basis in those shares will also equal the fair market value of
the shares on the relevant dividend payment date. The above discussion is based
on the assumption that the result obtained by averaging the reported daily high
and low sale prices for CoreStates Common Stock on the relevant dividend
payment date will be considered to be the "fair market value" of CoreStates
Common Stock for federal income tax purposes.
Alternatively, when First Chicago purchases CoreStates Common Stock for a
Participant's account on the open market with reinvested dividends, a
Participant must include in gross income a dividend equal to the actual
purchase price to First Chicago of the shares plus that portion of any
brokerage commissions paid by CoreStates which are attributable to the purchase
of the Participant's shares. The Participant's basis in Plan Shares held for
his or her account will be equal to their purchase price plus allocable
brokerage commissions.
Optional Cash Payments. In the case of shares purchased on the open market
with optional cash investments, stockholders will be in receipt of a dividend
to the extent of any brokerage commissions paid by CoreStates. The
Participant's basis in the shares acquired with optional investments will be
the cost of the shares to First Chicago plus an allocable share of any
brokerage commissions paid by CoreStates.
10
<PAGE>
Receipt or Disposition of Shares. A Participant will not realize any taxable
income when he or she receives certificates of whole shares credited to his or
her account under the Plan, either upon a request for such certificates or upon
withdrawal from or termination of the Plan. However, a Participant who
receives, upon withdrawal from or termination of the Plan, a cash payment for
the sale of Plan Shares held for such Participant's account or for a fractional
share then held in his or her account will realize gain or loss measured by the
difference between the amount of the cash received and the Participant's basis
in such share or fractional shares. For further information as to tax
consequences of participation in the Plan, Participants should consult with
their own tax advisors.
RESPONSIBILITY OF CORESTATES AND FIRST CHICAGO
28. What are the responsibilities of CoreStates and First Chicago under the
Plan?
Neither CoreStates, nor First Chicago, as Plan Administrator, will be liable
for any act done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability arising out of failure to
terminate a Participant's account upon such Participant's death, the prices at
which shares are purchased or sold for the Participant's account, the times
when purchases or sales are made or fluctuations in the market value of
CoreStates Common Stock.
The Participant should recognize that neither CoreStates nor First Chicago
can provide any assurance of a profit or protection against loss on any shares
purchased under the Plan.
SUSPENSION, MODIFICATION OR TERMINATION OF THE PLAN
29. May the Plan be suspended, modified or terminated?
CoreStates reserves the right to amend, modify, suspend, or terminate the
Plan at any time, including the period between a record date and the related
Investment Date. Notice of such amendment, modification, suspension or
termination will be sent to all Participants. CoreStates and First Chicago also
reserve the right to terminate any Participant's participation in the Plan at
any time for any reason, including without limitation, arbitrage-related
activities or transactional profit activities.
Any question of interpretation arising under the Plan will be determined by
CoreStates and any such determination will be final.
30. Who should be contacted with questions about the Plan?
All correspondence regarding the Plan should be directed to:
First Chicago Trust Company of New York
CoreStates Dividend Reinvestment Plan
P.O. Box 2598
Jersey City, New Jersey 07303-2598
Please mention CoreStates in all correspondence.
If you prefer, you may call First Chicago's Telephone Response Center at 1-
800-446-2617.
Information is also available from the CoreStates' Office of the Corporate
Secretary at the address and/or telephone number set forth on page 2.
11
<PAGE>
POSSIBLE TRADING ACTIVITY
The Plan is not intended to promote short-term trading by individuals or
institutions. The Plan limits the aggregate amount of cash dividends which an
individual or institution may reinvest to $50,000 per dividend payment unless
CoreStates grants permission for a greater amount to be reinvested. Optional
cash payments by individuals or institutions are limited to $5,000 per month,
and CoreStates will not permit larger optional cash payments. No discounts from
the purchase price are available for reinvestment of cash dividends or for
optional cash payments. It is possible that certain financial intermediaries
may engage in short-term buying and selling activities. CoreStates does not
endorse this practice which may generate some volatility in the trading volume
and possibly the price of the shares. CoreStates has not entered into any
formal or informal arrangements to facilitate such activity. Individuals or
entities engaged in such practices may be considered "underwriters" as that
term is defined in the Securities Act of 1933. Acting as an underwriter may
give rise to disclosure obligations and other liabilities under such Act.
CORESTATES COMMON STOCK
The authorized capital stock of CoreStates consists of 10,000,000 shares of
Series Preferred Stock, without par value, of which none are issued and
outstanding, and 200,000,000 shares of CoreStates Common Stock, par value $1.00
per share, of which approximately 127,034,520 shares were issued and
outstanding at March 31, 1994.
USE OF PROCEEDS
The proceeds from sales of CoreStates Common Stock pursuant to the Plan will
be used for general corporate purposes, including investment in and advances to
subsidiaries.
EXPERTS
The consolidated financial statements of CoreStates Financial Corp
incorporated by reference in CoreStates Financial Corp's Annual Report (Form
10-K) for the year ended December 31, 1993, have been audited by Ernst & Young,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such financial statements are, and audited
financial statements to be included in subsequently filed documents will be,
incorporated herein in reliance upon the reports of Ernst & Young pertaining to
such financial statements (to the extent covered by consents filed with the
Securities and Exchange Commission) given upon the authority of such firm as
experts in accounting and auditing.
LEGAL OPINION
The validity of the CoreStates Common Stock has been passed upon by David J.
Martin, Esq., Executive Vice President and Chief Counsel of CoreStates. At
March 31, 1994 Mr. Martin was the beneficial owner of 11,275 shares of
CoreStates Common Stock and options covering an additional 52,736 shares of
such Common Stock.
12
<PAGE>
INDEMNIFICATION
Sections 1741 et. seq. of the Pennsylvania Business Corporation Law ("PaBCL")
provides 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 interest 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. The corporation is required to indemnify directors and
officers against expenses they may incur in defending any 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 may be incurred by its officers and directors in connection
with the performance of their duties.
With respect to possible indemnification of directors, officers and
controlling persons of CoreStates for liabilities arising under the Securities
Act of 1933 pursuant to such provisions, the corporation has been informed 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.
13
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFOR-
MATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
THE ISSUER. NEITHER DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE ISSUER SINCE THE DATE HEREOF. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY,
ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFERING IN SUCH JURISDICTION.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
CoreStates Financial Corp.................................................. 3
The Plan................................................................... 3
Purpose.................................................................... 3
Administration............................................................. 4
Participation.............................................................. 4
Purchases.................................................................. 5
Optional Cash Payments..................................................... 6
Costs...................................................................... 8
Reports to Participants.................................................... 8
Certificates for Shares.................................................... 8
Withdrawal of Shares in Plan Accounts...................................... 9
Termination of Participation............................................... 9
Rights Offering; Stock Dividends or Stock Splits........................... 10
Voting Rights.............................................................. 10
Income Tax Consequences.................................................... 10
Responsibility of CoreStates and First Chicago............................. 11
Suspension, Modification or Termination of the Plan........................ 11
Possible Trading Activity.................................................. 12
CoreStates Common Stock.................................................... 12
Use of Proceeds............................................................ 12
Experts.................................................................... 12
Legal Opinion.............................................................. 12
Indemnification............................................................ 13
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
[LOGO OF CORESTATES APPEARS HERE]
CORESTATES FINANCIAL CORP
DIVIDEND REINVESTMENT AND
SHARE PURCHASE PLAN
COMMON STOCK
($1.00 PAR VALUE)
----------------
PROSPECTUS
----------------
APRIL 29, 1994
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an estimate of the expenses which will be incurred in
connection with the issuance and distribution of the CoreStates Common Stock
being registered:
<TABLE>
<S> <C>
Printing Fees...................................................... $15,000
Accounting Fees.................................................... 4,000
-------
Total............................................................ $19,000
=======
</TABLE>
ITEM 15. 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 the reasonable belief that the particular action
is in, or not opposed to, the best interest 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. The corporation 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 action.
The by-laws of CoreStates Financial Corp 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 may be incurred by its officers and directors in
connection with the performance of their duties.
See Item 17 herein for the undertaking with respect to indemnification.
II-1
<PAGE>
ITEM 16. EXHIBITS
The following exhibits are filed herewith as part of this Registration
Statement:
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<C> <S>
4 The rights of the holders of the Company's common stock are contained
in the Articles of Incorporation of the Company as amended through May
3, 1993, filed as Exhibit 3(a) to the Company's Current Report on Form
8-K dated October 21, 1993 and incorporated herein by reference.
*5 Opinion and consent of David J. Martin, Esq. as to the validity of the
Common Stock being registered.
12.1 CoreStates Financial Corp and Subsidiaries Computation of Ratio of
Earnings From Continuing Operations to Fixed Charges of Continuing
Operations filed as Exhibit 12.1 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1993 and incorporated
herein by reference.
12.2 CoreStates Financial Corp Computation of Ratio of Earnings to Fixed
Charges Combined CoreStates (Parent Company) and CoreStates Capital
filed as Exhibit 12.2 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993 and incorporated herein by
reference.
23.1 Consent of Ernst & Young.
*23.2 Consent of David J. Martin, Esq. (included in Exhibit 5).
*24 Powers of Attorney.
*99 Authorization For CoreStates Dividend Reinvestment & Stock Purchase
Plan.
</TABLE>
* filed with original Form S-3 Registration Statement No. 33-40717, June 21,
1991.
ITEM 17. UNDERTAKINGS.
The undersigned CoreStates Financial Corp 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 (i) and (ii) above do not apply if the
Registration Statement is on Form S-3, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Issuer pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
II-2
<PAGE>
(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.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That for purposes of determining any liability under the Securities
Act of 1933, each filing of CoreStates Financial Corp Annual Report
pursuant to Section 13(a) or 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.
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 provisions described in Item 15 above, 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 expense incurred or paid by a director, officer or controlling
person of the registrant in the 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.
II-3
<PAGE>
SIGNATURES
CORESTATES FINANCIAL CORP
Pursuant to the requirements of the Securities Act of 1933, CoreStates
Financial Corp certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Post Effective Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Philadelphia, Commonwealth of Pennsylvania, on the 29th day of April, 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 NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED BELOW.
<TABLE>
<CAPTION>
SIGNATURES CAPACITY DATE
<S> <C> <C>
/s/ Terrence A. Larsen Director, Chairman April 29, 1994
- ------------------------------------- of the Board,
TERRENCE A. LARSEN President and Chief
Executive Officer
(principal
executive officer)
/s/ David C. Carney Chief Financial April 29, 1994
- ------------------------------------- Officer (principal
DAVID C. CARNEY financial officer)
/s/ Albert W. Mandia Executive Vice April 29, 1994
- ------------------------------------- President
ALBERT W. MANDIA (principal
accounting officer)
* Director April 29, 1994
- -------------------------------------
GEORGE A. BUTLER
Director , 1994
- -------------------------------------
ROBERT H. CAMPBELL
* Director April 29, 1994
- -------------------------------------
NELSON G. HARRIS
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES CAPACITY DATE
<S> <C> <C>
* Director April 29, 1994
- ------------------------------------
CARLTON E. HUGHES
Director , 1994
- ------------------------------------
SHIRLEY A. JACKSON
Director , 1994
- ------------------------------------
ERNEST E. JONES
* Director April 29, 1994
- ------------------------------------
HERBERT LOTMAN
* Director April 29, 1994
- ------------------------------------
PATRICIA A. MCFATE
* Director April 29, 1994
- ------------------------------------
JOHN A. MILLER
* Director April 29, 1994
- ------------------------------------
MARLIN MILLER, JR.
Director , 1994
- ------------------------------------
STEPHANIE W. NAIDOFF
* Director April 29, 1994
- ------------------------------------
SEYMOUR S. PRESTON, III
Director , 1994
- ------------------------------------
JAMES M. SEABROOK
* Director April 29, 1994
- ------------------------------------
J. LAWRENCE SHANE
* Director April 29, 1994
- ------------------------------------
RAYMOND W. SMITH
* Director April 29, 1994
- ------------------------------------
HAROLD A. SORGENTI
* Director April 29, 1994
- ------------------------------------
PETER S. STRAWBRIDGE
</TABLE>
*By /s/ Terrence A. Larsen
---------------------------------
TERRENCE A. LARSEN
ATTORNEY-IN-FACT
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
NUMBER DESCRIPTION PAGE NO.
------ ----------- --------
<C> <S> <C>
4 The rights of the holders of the Company's common stock are
contained in the Articles of Incorporation of the Company as
amended through May 3, 1993, filed as Exhibit 3(a) to the
Company's Current Report on Form 8-K dated October 21, 1993
and incorporated herein by reference.
*5 Opinion and consent of David J. Martin, Esq. as to the
validity of the Common Stock being registered.
12.1 CoreStates Financial Corp. and Subsidiaries computation of
Ratio of Earnings From Continuing Operations to Fixed
Charges of Continuing Operations filed as Exhibit 12.1 to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 and incorporated herein by
reference.
12.2 CoreStates Financial Corp. Computation of Ratio of Earnings
to Fixed Charges Combined CoreStates (Parent Company) and
CoreStates Capital filed as Exhibit 12.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1993 and incorporated herein by reference.
23.1 Consent of Ernst & Young.
*23.2 Consent of David J. Martin, Esq. (included in Exhibit 5).
*24 Powers of Attorney.
*99 Authorization For CoreStates Dividend Reinvestment & Stock
Purchase Plan.
</TABLE>
* filed with original Form S-3 Registration Statement No. 33-40717, June 21,
1991.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3) and related Prospectus
of CoreStates Financial Corp for the registration of 4,000,000 shares of its
common stock and to the incorporation by reference therein of our report dated
February 1, 1994, with respect to the consolidated financial statements of
CoreStates Financial Corp included in its Annual Report (Form 10-K) for the
year ended December 31, 1993, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young
Philadelphia, Pennsylvania April 29, 1994
