UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____________)*
CoreStates Financial Corp
(Name of Issuer)
Common Stock ($1.00 Par Value)
(Title of Class of Securities)
218695104
(CUSIP Number)
Jeffrey P. Waldron, Esquire, Stevens & Lee,
One Glenhardie Corporate Center, 1275 Drummers Lane,
Wayne, Pennsylvania 19087-0236 (610-964-1480)
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 10, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [x]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes to Schedule 13D).
<PAGE>
CUSIP NO. 218695104
1. Name of Reporting Person: Meridian Bancorp, Inc.
S.S. or I.R.S. Identification No. of Above Person
IRS Identification No.: 23-2237529
2. Check the appropriate box if a member of a group (a) [ ]
(b) [ ]
3. SEC use only
4. Source of Funds
BK AF WC OO
5. Check box if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or place of organization
Commonwealth of Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power
27,643,009
8. Shared Voting Power
0
9. Sole Dispositive Power
27,643,009
10. Shared Dispositive Power
0
11. Aggregate amount beneficially owned by each reporting person
27,643,009
12. Check box if the aggregate amount in row (11) excludes
certain shares [ ]
13. Percent of class represented by amount in row (11)
19.9%
14. Type of reporting person
HC CO
<PAGE>
SCHEDULE 13D
ITEM 1. Security and Issuer.
This Schedule 13D relates to shares of common stock,
par value $1.00 per share, of CoreStates Financial Corp
("CoreStates"), a business corporation incorporated under the
laws of the Commonwealth of Pennsylvania. The principal
executive offices of CoreStates are located at Broad & Chestnut
Streets, Philadelphia Pennsylvania 19107.
ITEM 2. Identify and Background.
(a), (b) and (c). This Schedule 13D is filed by
Meridian Bancorp, Inc. ("Meridian"), a business corporation
incorporated under the laws of the Commonwealth of Pennsylvania.
Meridian is a multi-bank holding company which owns all of the
outstanding capital stock of Meridian Bank, a Pennsylvania
banking institution, Delaware Trust Company, a Delaware banking
institution ("DTC"), and Meridian Bank, New Jersey, a New Jersey
banking institution ("MBNJ"). Meridian's principal business and
offices are located at 35 North Sixth Street, Reading,
Pennsylvania 19601.
The name, business address and present occupation or
employment (including the name, principal business and address of
any corporation or other organization in which such employment is
conducted) of each executive officer, director and controlling
person of Meridian are as follows:
<TABLE>
<CAPTION>
Present Principal
Name Business Address Occupation or Employment
<S> <C> <C>
DeLight E. Breidegam, Jr. Lyon Station, PA 19536 President and Chief
Executive Officer,
East Penn Manufacturing
Co., Inc.
(battery manufacturer)
Lyon Station, PA 19536
Thomas F. Burke, Jr. 1460 Wyoming Avenue Attorney
Forty Fort, Pa 19704 1460 Wyoming Avenue
Forty Fort, Pa 19704
Robert W. Cardy P.O. Box 14662 Chairman, President,
Reading, PA 19612 Chief Executive Officer and
Director, Carpenter Technology
Corp.
(Specialty steel and alloys
manufacturer)
P.O. Box 14662
Reading, PA 19612
Harry Corless P.O. Box 4455 Retired Chairman,
Greenville, DE 19807 ICI Americas, Inc.
P.O. Box 4455
Greenville, DE 19807
William D. Davis Commonwealth Plaza Vice Chairman,
33 W. 3rd Street Pennsylvania Enterprises, Inc.
Williamsport, PA 17701 (utility holding company)
Wilkes-Barre Center
39 Public Square
Wilkes-Barre, PA 18711
Julius W. Erving 1420 Locust Street President,
Philadelphia, Pa 19102 The Erving Group and
Dr. J. Enterprises
1420 Locust Street
Philadelphia, PA 19102
Fred D. Hafer P.O. Box 16001 President, Chief Operating
Reading, PA 19640 Officer and Director,
Metropolitan Edison Company
(electric utility)
P.O. Box 16001
Reading, PA 19640
Lawrence C. Karlson 595 Skippack Pike Chairman, President and
Suite 300 Chief Executive Officer,
Blue Bell, PA 19422 Karlson Corporation
(private holding company)
595 Skippack Pike
Suite 300
Blue Bell, PA 19422
Ezekiel S. Ketchum 35 North Sixth Street Retired President and Chief
P.O Box 1102 Operating Officer
Reading, PA 19603 Meridian
Retired President and Chief
Executive Officer,
Meridian Bank
35 North Sixth Street
P.O. Box 1102
Reading, PA 19603
Sidney D. Kline, Jr. 111 North Sixth Street Attorney
P.O. Box 679 Stevens & Lee
Reading, PA 19603 111 North Sixth Street
P.O. Box 679
Reading, PA 19603
George W. Leighow 1221 Montour Boulevard Veterinarian
Danville, PA 17821 Leighow Veterinary Hospital
1221 Montour Boulevard
Danville, PA 17821
Samuel A. McCullough 35 North Sixth Street Chairman and Chief Executive
P.O. Box 1102 Officer,
Reading, PA 19603 Meridian
35 North Sixth Street
P.O. Box 1102
Reading, PA 19603
Joseph F. Paquette, Jr. 2301 Market Street Chairman, Chief Executive
P.O. Box 8699 Officer and Director,
Philadelphia, PA 19101 PECO Energy
(electric utility)
2301 Market Street
P.O. Box 8699
Philadelphia, PA 19101
Daniel H. Polett 600 North Broad Street Chairman,
Philadelphia, PA 19130 Wilkie Buick Chevrolet
Subaru Co.
(automobile dealership)
600 North Broad Street
Philadelphia, PA 19130
Lawrence R. Pugh P.O. Box 1022 Chairman, Chief Executive
Reading, PA 19603 Officer and Director,
VF Corp.
(apparel manufacturer)
P.O. Box 1022
Reading, PA 19603
Paul R. Roedel P.O. Box 14662 Retired Chairman and Chief
Reading, PA 19612 Executive Officer,
Carpenter Technology Corp.
(specialty steel and alloys
manufacturer)
P.O. Box 14662
Reading, PA 19612
Wilmer R. Schultz 1540 Chestnut Street President,
Emmaus, PA 18049 Wilmer R. Schultz, Inc.
(general contractor)
1540 Chestnut Street
Emmaus, PA 18049
Robert B. Seidel 114 Ridgewood Road Retired Chairman,
Radnor, PA 19087 American Manufacturing
Corporation
(private holding company)
114 Ridgewood Road
Radnor, PA 19087
David E. Sparks 35 North Sixth Street Vice Chairman
P.O. Box 1102 Chief Financial Officer
Reading, PA 19603 and Director,
Meridian
35 North Sixth Street
P.O. Box 1102
Reading, PA 19603
George Strawbridge, Jr. 3801 Kennett Pike Private Investor
Suite B-100 3801 Kennett Pike
Greenville, DE 19807 Suite B-100
Greenville, DE 19807
Anita A. Summers 63330 307 SH-DH Professor Emerita and
University of Pennsylvania Senior Research Fellow,
Philadelphia, PA 19104 University of Pennsylvania
63330 307 SH-DH
University of Pennsylvania
Philadelphia, PA 19104
Judith M. von Seldeneck 1 Commerce Square Chief Executive Officer,
2005 Market Street The Diversified Search
Suite 3300 Companies
Philadelphia, PA 19103 (executive search firm)
1 Commerce Square
2005 Market Street
Suite 3300
Philadelphia, PA 19103
Earle A. Wooton 10 South Main Street President,
Montrose, PA 18801 Montrose Publishing
Company, Inc.
10 South Main Street
Montrose, PA 18801
William M. Fenimore, Jr. 35 North Sixth Street Group Executive Vice President,
P.O. Box 1102 Chief Technology Officer
Reading, PA 19603 and Head of Strategic
Planning,
Meridian
35 North Sixth Street
P.O. Box 1102
Reading, PA 19603
P. Sue Perrotty 35 North Sixth Street Group Executive Vice
P.O. Box 1102 President and Head
Reading, PA 19603 of Strategic Marketing
and Distribution System
Development,
Meridian
35 North Sixth Street
P.O. Box 1102
Reading, PA 19603
John F. Porter, III 35 North Sixth Street Chairman, President and
P.O. Box 1102 Executive Officer,
Reading, PA 19603 Delaware Trust Company
35 North Sixth Street
P.O. Box 1102
Reading, PA 19603
Paul W. McGloin 35 North Sixth Street Executive Vice President,
P.O. Box 1102 Meridian
Reading, PA 19603 35 North Sixth Street
P.O. Box 1102
Reading, PA 19603
Robert J. Unruh 35 North Sixth Street Chairman, Meridian
P.O. Box 1102 Securities, Inc.
Reading, PA 19603 Executive Vice President,
Meridian
35 North Sixth Street
P.O. Box 1102
Reading, PA 19603
Jan S. Berninger 35 North Sixth Street President, Lehigh Valley
P.O. Box 1102 Division,
Reading, PA 19603 Meridian Bank
35 North Sixth Street
P.O. Box 1102
Reading, PA 19603
David R. Bright 35 North Sixth Street President, Delaware Valley
P.O. Box 1102 Division,
Reading, PA 19603 Meridian Bank
35 North Sixth Street
P.O. Box 1102
Reading, PA 19603
Thomas P. Dautrich 35 North Sixth Street President, Susquehanna Valley
P.O. Box 1102 Division,
Reading, PA 19603 Meridian Bank
35 North Sixth Street
P.O. Box 1102
Reading, PA 19603
Alice D. Flaherty 35 North Sixth Street Executive Vice President,
P.O. Box 1102 Meridian
Reading, PA 19603 35 North Sixth Street
P.O. Box 1102
Reading, PA 19603
R. William Holland 35 North Sixth Street Executive Vice President and
P.O. Box 1102 Director of Human Resources,
Reading, PA 19603 Meridian
35 North Sixth Street
P.O. Box 1102
Reading, PA 19603
Wayne R. Huey, Jr. 35 North Sixth Street Executive Vice President,
P.O. Box 1102 Meridian
Reading, PA 19603 35 North Sixth Street
P.O. Box 1102
Reading, PA 19603
Richard E. Meyers 35 North Sixth Street Executive Vice President,
P.O. Box 1102 Meridian
Reading, PA 19603 35 North Sixth Street
P.O. Box 1102
Reading, PA 19603
George W. Millward 35 North Sixth Street Executive Vice President,
P.O. Box 1102 Meridian
Reading, PA 19603 35 North Sixth Street
P.O. Box 1102
Reading, PA 19603
Thomas G. Strohm 35 North Sixth Street Executive Vice President,
P.O. Box 1102 Meridian
Reading, PA 19603 35 North Sixth Street
P.O. Box 1102
Reading, PA 19603
George W. Grosz 35 North Sixth Street President and Chief Executive,
P.O Box 1102 Meridian Asset Management,
Reading, PA 19603 Inc.
35 North Sixth Street
P.O. Box 1102
Reading, PA 19603
Michael J. Mizak, Jr. 35 North Sixth Street Senior Vice President and
P.O. Box 1102 Controller,
Reading, PA 19603 Meridian
35 North Sixth Street
P.O. Box 1102
Reading, PA 19603
</TABLE>
(d) and (e). Neither Meridian nor any person
identified in Item 2(a), (b) and (c) hereof has ever been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or has been a party to any civil
proceeding of any judicial or administrative body which resulted
in a judgment, decree or final order against such person
enjoining him against future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f). Each natural person identified in Item 2(a), (b)
and (c) is a citizen of the United States of America.
Item 3. Source and Amount of Fund or Other Consideration.
The source of funds to be used by Meridian in making a
purchase of shares of common stock of CoreStates, upon exercise
of the Option (defined in Item 4 hereof) to which this Schedule
13D relates, if and to the extent the Option is exercised, will
be either cash on hand at Meridian, dividends from Meridian Bank,
DTC, MBNJ and/or other nonbank subsidiaries of Meridian, a loan
from an unaffiliated bank or other financial service company, or
other borrowings. Meridian has not made, at the date hereof, any
definitive plans or arrangements regarding the source of such
funds.
Assuming the number of shares of CoreStates' common
stock outstanding remains unchanged from the number issued and
outstanding on September 30, 1995 (i.e., 138,909,597 shares), the
exercise of the Option in full, at an Option Price (defined in
Item 4 hereof) of $38.50 per share, will result in the purchase
of 27,643,009 shares for an aggregate purchase price of
$1,064,255,847.
Item 4. Purpose of Transaction.
On October 10, 1995, Meridian and CoreStates entered
into a Stock Option Agreement (the "Stock Option Agreement") in
which CoreStates granted to Meridian the option (the "Option")
(under certain circumstances, described in this Item 4) to
purchase up to 27,643,009 shares of CoreStates' common stock,
subject to adjustment upon certain changes in CoreStates'
capitalization, at an exercise price per share (the "Option
Price") of $38.50; provided, however, that in the event
CoreStates issues any shares of its common stock, except for
shares issuable under outstanding stock options, at a price less
than $38.50 per share, such $38.50 per share price shall be
reduced to such lesser price. The Option was granted in
connection with the execution by Meridian and CoreStates of a
definitive Agreement and Plan of Merger dated as of October 10,
1995 (the "Merger Agreement"), a copy of which is attached hereto
as Exhibit 4.1 and incorporated by reference herein, with respect
to CoreStates' acquisition of Meridian through the merger of
Meridian with and into CoreStates (the "Merger"). Upon
completion of the Merger, the registration of Meridian's common
stock under Section 12(g) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), will be terminated.
Meridian required CoreStates to grant the Option as a
condition to Meridian entering into the Merger Agreement for the
purpose of (i) providing some measure of compensation to Meridian
for loss of the benefits expected from the Merger and/or loss of
the opportunity to explore other transactions while the Merger is
pending in the event that a third party acquires control of
CoreStates and (ii) increasing the likelihood that the Merger
will be completed. The Option is exercisable only upon the
occurrence of certain events which would jeopardize completion of
the Merger, none of which has occurred as of the date hereof.
These events (collectively, the "Purchase Events") are the
following:
(i) Without Meridian's prior written
consent, CoreStates shall have recommended, publicly
proposed or publicly announced an intention to authorize,
recommend or propose, or entered into an agreement with any
person (other than Meridian or any subsidiary of Meridian)
to effect (A) a merger, consolidation or similar transaction
involving CoreStates or any of its significant subsidiaries
(other than transactions solely between CoreStates'
subsidiaries that are not violative of the Merger
Agreement), (B) the disposition, by sale, lease, exchange or
otherwise, of assets or deposits of CoreStates or any of its
significant subsidiaries representing in either case 15% or
more of the consolidated assets or deposits of CoreStates
and its subsidiaries or (C) the issuance, sale or other
disposition by CoreStates of (including by way of merger,
consolidation, share exchange or any similar transaction)
securities representing 15% or more of the voting power of
CoreStates or any of its significant subsidiaries, other
than, in each case of (A), (B), or (C), any merger,
consolidation, share exchange or similar transaction
involving CoreStates or any of its significant subsidiaries
in which the voting securities of CoreStates outstanding
immediately prior thereto continue to represent (by either
remaining outstanding or being converted into the voting
securities of the surviving entity of any such transaction)
at least 65% of the combined voting power of the voting
securities of CoreStates or the surviving entity outstanding
immediately after the completion of such merger,
consolidation, or similar transaction (provided any such
transaction is not violative of the Merger Agreement) (each
of (A), (B), or (C), an "Acquisition Transaction"); or
(ii) any person (other than Meridian or any
subsidiary of Meridian) shall have acquired beneficial
ownership (as such term is defined in Rule 13d-3 promulgated
under the Exchange Act) of or the right to acquire
beneficial ownership of, or any "group" (as such term is
defined in Section 13(d)(3) of the Exchange Act), other than
a group of which Meridian or any subsidiary of Meridian is a
member, shall have been formed which beneficially owns or
has the right to acquire beneficial ownership of 15% or more
of the voting power of CoreStates or any of its significant
subsidiaries; or
(iii) any person (other than Meridian or any
subsidiary of Meridian) shall have commenced (as such term
is defined in Rule 14d-2 under the Exchange Act) or shall
have filed a registration statement under the Securities
Act, with respect to, a tender offer or exchange offer to
purchase any shares of CoreStates Common Stock such that,
upon consummation of such offer, such person would own or
control 15% or more of the then outstanding shares of
CoreStates Common Stock (such an offer being referred to
herein as a "Tender Offer" or an "Exchange Offer,"
respectively); or
(iv) CoreStates shareholders shall not have
approved the Merger by the requisite vote at the CoreStates
shareholders' meeting, such shareholders' meeting shall not
have been held or shall have been canceled prior to
termination of the Merger Agreement, or CoreStates's Board
of Directors shall have withdrawn or modified in a manner
adverse to Meridian the recommendation of CoreStates's Board
of Directors with respect to the Merger Agreement, in each
case after it shall have been publicly announced that any
person (other than Meridian or any subsidiary of Meridian)
shall have (A) made, or disclosed an intention to make, a
bona fide proposal to engage in an Acquisition Transaction,
(B) commenced a Tender Offer or filed a registration
statement under the Securities Act with respect to an
Exchange Offer or (C) filed an application (or given a
notice), whether in draft or final form, under the Home
Owners' Loan Act, as amended, the BHC Act, the Bank Merger
Act, as amended or the Change in Bank Control Act of 1978,
as amended, for approval to engage in an Acquisition
Transaction.
In addition, CoreStates must provide Meridian with
notice of certain Preliminary Purchase Events. A "Preliminary
Purchase Event" means any of the following events:
(i) any person (other than Meridian or any
subsidiary of Meridian) shall have made a bona fide proposal
to CoreStates or its shareholders by public announcement, or
written communication that is or becomes the subject of
public disclosure, to engage in an Acquisition Transaction;
or
(ii) after a proposal is made by a third
party to CoreStates or its shareholders to engage in an
Acquisition Transaction, or such third party states its
intention to the CoreStates to make such a proposal if the
Plan terminates, CoreStates shall have breached any
representation, warranty, covenant or agreement contained in
the Plan; or
(iii) any person (other than Meridian or any
subsidiary of Meridian) other than in connection with a
transaction to which Meridian has given its prior written
consent, shall have filed an application or notice with any
Regulatory Authority for approval to engage in an
Acquisition Transaction; or
(iv) any event entitling Meridian to
terminate the Plan pursuant to Section 7.01(E) thereof.
The Stock Option Agreement provides that it shall
terminate upon (1) effectiveness of the Merger contemplated by
the Merger Agreement, (2) termination of the Merger Agreement in
accordance with the provisions thereof, or (3) eighteen (18)
months after the termination of the Merger Agreement if such
termination occurs after a Purchase Event or Preliminary Purchase
Event.
Acquisition by Meridian of shares of CoreStates' common
stock pursuant to exercise of the Option would be subject to
prior regulatory approval under certain circumstances.
The foregoing description of the Stock Option Agreement
does not purport to be complete and is qualified in its entirety
by the text of such Stock Option Agreement which is incorporated
herein by reference and attached hereto as Exhibit 4.2.
Item 5. Interest in Securities of the Issuer.
(a) Based on 138,909, 597 shares of CoreStates common
stock outstanding on September 30, 1995, Meridian may be deemed
the beneficial owner, in the aggregate, of 27,643,009 shares of
CoreStates common stock, all being shares which, though presently
unissued, are issuable in accordance with the terms and
conditions of the Option. These 27,643,009 shares would
represent approximately 19.9 of CoreStates shares of common stock
outstanding upon issuance, assuming that no other shares are
issued by CoreStates, including shares issuable upon exercise of
options outstanding for CoreStates' common stock. To the
knowledge of Meridian, no person identified in Item 2(a), (b) and
(c) hereof is the beneficial owner of any shares of common stock
of CoreStates. Because the Option can be exercised only upon the
occurrence of certain events, none of which has occurred as of
the date hereof, Meridian disclaims beneficial ownership of
shares of CoreStates common stock subject to the Option.
(b) Meridian will have sole power to vote or to direct
the vote and sole power to dispose or to direct the disposition
of any shares of CoreStates' common stock which Meridian may
acquire upon exercise of the Option.
(c) There were no transactions in the common stock of
CoreStates effected by Meridian or, to the knowledge of Meridian,
by any person identified in Item 2(a), (b) and (c) hereof during
the sixty days preceding the date of this Schedule 13D.
(d) No person other than Meridian has the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, any shares of common stock of
CoreStates that may be deemed beneficially owned by Meridian on
account of this Option.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Except for the Merger Agreement (including the Affiliate
Letters contemplated thereby) and the Stock Option Agreement,
neither Meridian nor, to the knowledge of Meridian, any person
identified in Item 2(a), (b) and (c) hereof is a party to any
contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to any securities of
CoreStates including, but not limited to, transfer or voting of
any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of
proxies.
Item 7. Material to be Filed as Exhibits.
4.1 Agreement and Plan of Merger, dated as of
October 10, 1995, between Meridian Bancorp, Inc. and
CoreStates Financial Corp
4.2 Stock Option Agreement, dated as of October 10,
1995, between Meridian Bancorp, Inc. and CoreStates
Financial Corp
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
October 20, 1995 MERIDIAN BANCORP, INC.
By /s/David E. Sparks
David E. Sparks,
Vice Chairman and
Chief Financial Officer
