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As filed with the Securities and Exchange Commission on January 31, 1995
Registration No. 33-31896
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
__________________________________
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
ON
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________
CORESTATES FINANCIAL CORP
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1899716
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Philadelphia National Bank Building
Broad and Chestnut Streets
Philadelphia, Pennsylvania 19107
215-973-5680
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
__________________________________
First Pennsylvania Corporation 1984 Stock Option
and Stock Appreciation Rights Plan
(Full title of the plan)
__________________________________
DAVID T. WALKER
Deputy Chief Counsel
CoreStates Financial Corp
F.C. 1-1-17-1
Post Office Box 7618
Philadelphia, Pennsylvania 19101-6187
215-973-3806
(Name, Address, including zip code and telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to public:
As soon as practicable after the effective date of this
Registration Statement.
__________________________________
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
__________________________________
This Registration Statement also relates to an indeterminate number of shares of
CoreStates Financial Corp Common Stock, $1.00 par value, that may be issued upon
stock splits, stock dividends, or similar transactions in accordance with Rule
416.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS 1/
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Item 1. Plan Information
Item 2. Registrant Information and Employee Plan Annual Information
________________________________
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by CoreStates Financial Corp
("CoreStates") with the Commission pursuant to the Securities Exchange Act of
1934 (the "Exchange Act") are incorporated herein by reference:
1. the Annual Report on Form 10-K for the year ended December 31,
1993 (which includes portions of the 1993 Annual Report to Shareholders);
2. the Current Reports on Form 8-K dated January 19, 1994; March 7,
1994; March 16, 1994 as amended by Form 8-K/A, Amendment No. 1, dated May 5,
1994 and Form 8-K/A, Amendment No. 2 dated September 13, 1994; April 19, 1994;
April 29, 1994; May 5, 1994 (which includes the consolidated financial
statements of CoreStates for the year ended December 31, 1993 restated to
incorporate Constellation Bancorp which was acquired on March 16, 1994) as
amended by Form 8-K/A, Amendment No. 1 dated September 13, 1994; May 19, 1994;
June 8, 1994; June 27, 1994, as amended by Form 8-K/A, Amendment No. 1 dated
September 13, 1994; July 14, 1994; July 20, 1994; September 13, 1994 (which
includes the consolidated financial statements of CoreStates for the year ended
December 31, 1993 restated to incorporate Independence Bancorp, Inc. which was
acquired on June 27, 1994); September 14, 1994; October 19, 1994; and December
2, 1994 filed with the Commission pursuant to Section 13(a) of the Exchange Act;
3. the Quarterly Reports on Form 10-Q for the quarters ended March
31, 1994, as amended by Form 10-Q/A, Amendment No. 1, dated September 13, 1994;
June 30, 1994; and September 30, 1994.
4. the description of CoreStates Common Shares contained in
CoreStates' Registration Statement on Form 8-A/A dated December 22, 1993.
_________________
1/ This information is not required to be included in, and is not incorporated
- -
by reference in, this Registration Statement.
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All Documents subsequently filed by CoreStates pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
post-effective amendment to registration statement and prior to the filing of a
subsequent post-effective amendment to this registration statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Sections 1741 et seq. of the Pennsylvania Business Corporation Law
provide that a business corporation may indemnify directors and officers against
liabilities they may incur in such capacities provided certain standards are
met, including good faith and reasonable belief that the particular action is
in, or not opposed to, the best interests of the corporation. In general, this
power to indemnify does not exist in the case of actions against a director or
officer by or in the right of the corporation if the person entitled to
indemnification shall have been adjudged to be liable for negligence or
misconduct in the performance of the person's duties. However, Section 1746
provides that the other sections of the law are not exclusive and that further
indemnification may be provided by by-law, agreement or otherwise except where
the act or failure to act giving rise to a claim for indemnification is
determined by a court to have constituted willful misconduct or recklessness.
CoreStates is required to indemnify directors and officers against expenses they
may incur in defending action against them in such capacities if they are
successful on the merits or otherwise in the defense of such actions.
The by-laws of CoreStates provide for the mandatory indemnification of
directors and officers to the full extent permitted by law. CoreStates has
purchased directors' and officers' liability insurance covering certain
liabilities which may be incurred by its officers and directors in connection
with the performance of their duties.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
4 The rights of the holders of CoreStates's common stock are
contained in the Articles of Incorporation of CoreStates as
amended through May 3, 1993, filed as Exhibit 3(a) to
CoreStates's Current Report on Form 8-K dated October 21,
1993, and incorporated herein by reference.
* 5 Opinion re Legality.
* 23 Consent of Morgan, Lewis & Bockius (included in 5.
above).
* 24 Power of Attorney.
99.1 First Pennsylvania Corporation 1984 Stock Option and Stock
Appreciation Rights Plan (incorporated herein by reference
to Exhibit 28 to a Registration Statement on Form S-8,
No. 2-90889, filed by First Pennsylvania Corporation).
* filed with original Form S-4 Registration Statement No. 33-31896.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
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apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement;
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(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post Effective
Amendment to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Philadelphia, and
Commonwealth of Pennsylvania, on this 31st of January, 1995.
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 Post
Effective Amendment to Registration Statement has been signed below by the
following persons in the capacities and on the date indicated below.
Signatures Capacity Date
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/s/ Terrence A. Larsen Director, Chairman January 31, 1995
- --------------------------- of the Board,
Terrence A. Larsen President and Chief
Executive Officer
(principal executive
officer)
/s/ David C. Carney Chief Financial January 31, 1995
- --------------------------- Officer (principal
David C. Carney financial officer)
/s/ Albert W. Mandia Executive Vice January 31, 1995
- --------------------------- President (principal
Albert W. Mandia accounting officer)
Director
- ---------------------------
George A. Butler
Director
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Nelson G. Harris
* Director January 31, 1995
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Carlton E. Hughes
Director
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Shirley A. Jackson
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Signatures Capacity Date
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Director
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Ernest E. Jones
Director
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Herbert Lotman
Director
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George V. Lynett
* Director January 31, 1995
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Patricia A. McFate
* Director January 31, 1995
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John A. Miller
* Director January 31, 1995
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Marlin Miller, Jr.
Director
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Stephanie W. Naidoff
* Director January 31, 1995
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Seymour S. Preston,III
* Director January 31, 1995
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James M. Seabrook
* Director January 31, 1995
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J. Lawrence Shane
* Director January 31, 1995
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Raymond W. Smith
* Director January 31, 1995
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Harold A. Sorgenti
* Director January 31, 1995
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Peter S. Strawbridge
* By: /s/ Albert W. Mandia
-----------------------------
Albert W. Mandia
Attorney-in-Fact
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EXHIBIT INDEX
Number Page
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4 The rights of the holders of
CoreStates's common stock are contained
in the Articles of Incorporation of
CoreStates as amended through May 3,
1993, filed as Exhibit 3(a) to
CoreStates's Current Report on Form 8-K
dated October 21, 1993, and incorporated
herein by reference.
* 5 Opinion re Legality.
* 23 Consent of Morgan, Lewis & Bockius (included in 5. above).
* 24 Power of Attorney.
99.1 First Pennsylvania Corporation 1984 Stock Option and Stock
Appreciation Rights Plan (incorporated herein by reference to
Exhibit 28 to a Registration Statement on Form S-8, No. 2-90889,
filed by First Pennsylvania Corporation).
* filed with original Form S-4 Registration Statement No. 33-31896.
