<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 12, 1996
REGISTRATION NO. 33-40717
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
POST EFFECTIVE AMENDMENT NO. 2
TO FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
CORESTATES FINANCIAL CORP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------
PENNSYLVANIA 32-1899716
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATED OR ORGANIZATION) IDENTIFICATION NO.)
1345 CHESTNUT STREET
PHILADELPHIA, PENNSYLVANIA 19107
215-973-3287
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
DAVID T. WALKER
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)
---------------
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. [_]
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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
CORESTATES FINANCIAL CORP
LOGO
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. Participants in the
Plan will be charged a service fee (the "Applicable Fee") each time dividends
and/or cash payments are invested. The methods for determining all fees
associated with the Plan are set forth in the answers to questions 10 & 16 on
pages 6 & 9 of this Prospectus. Shares of CoreStates Common Stock purchased
with automatically reinvested dividends will be purchased at 100% of the
market price plus the Applicable Fee (as explained in No. 16). Shares of
CoreStates Common Stock purchased with optional cash payments will be
purchased at 100% of the market price plus the Applicable Fee (as explained in
No. 16). 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 as explained in No. 12. 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.
----------------
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.
----------------
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.
----------------
The date of this Prospectus is February 9, 1996.
<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, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). CoreStates has filed
with the Commission a Registration Statement on Form S-3 together with
amendments thereto (the "Registration Statement") under the Securities Act of
1933, as amended (the "Act") with respect to the CoreStates Common Stock to be
issued under the Plan. The Registration Statement, and the exhibits thereto,
as well as the 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 Act and to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by CoreStates (File No. 0-
6879) are incorporated by reference in this prospectus:
1. CoreStates' Annual Report on Form 10-K for the year ended December 31,
1994;
2. CoreStates' Quarterly Reports on Form 10-Q for the quarters ended March
31, 1995, June 30, 1995 and September 30, 1995.
3. CoreStates' Current Reports on Form 8-K dated January 18, 1995, March 29,
1995, April 18, 1995, July 19, 1995, October 10, 1995, October 18, 1995,
November 14, 1995 and January 17, 1996.
4. The description of CoreStates Common Stock set forth in CoreStates'
Registration Statement filed pursuant to Section 12 of the Exchange Act, and
any amendment or report filed for the purpose of updating any such
description;
All documents and reports 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 or report
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 SHAREHOLDER 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 SHAREHOLDER RELATIONS, CORESTATES FINANCIAL CORP, P.O. BOX
7558, F.C. 1-3-20-13, PHILADELPHIA, PENNSYLVANIA, 19101. TELEPHONE REQUESTS
MAY BE DIRECTED TO (215) 973-3438.
2
<PAGE>
CORESTATES FINANCIAL CORP
CoreStates is a registered bank holding company incorporated under the laws
of Pennsylvania with its executive offices at 1345 Chestnut Street,
Philadelphia, Pennsylvania 19101 (telephone number 215-973-3827). At December
31, 1995, CoreStates had total consolidated assets of approximately $29.62
billion and shareholders' equity of approximately $2.379 billion and, based on
the latest available rankings of bank holding companies, was believed to be
the 31st 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. 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, and
CoreStates Bank of Delaware N.A. ("CBD"), a national banking association with
its executive office located in New Castle County, Delaware. CoreStates Bank,
NJNB, and CBD, are sometimes referred to herein as the "Banking Subsidiaries".
Through CoreStates Bank, NJNB, 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 20% owned joint venture with four other bank holding
companies. Other subsidiaries of CoreStates currently engage in consumer
financing, factoring and commercial financing, investment advisory, discount
brokerage and leasing services.
On October 10, 1995, CoreStates and Meridian Bancorp, Inc. ("Meridian")
announced a definitive agreement to merge. Meridian is a bank holding company
with approximately $14.8 billion in total consolidated assets and $11.1
billion in deposits. Approval by the shareholders of both companies was
received on February 6, 1996. The transaction must also be approved by various
regulatory authorities. Subject to the receipt of such regulatory approvals,
the merger of Meridian and CoreStates is expected to close during the first
half of 1996.
Pending approvals from various regulatory authorities, consolidations of
bank subsidiaries and operations are expected to begin in the third quarter of
1996 with the consolidation of Meridian's Pennsylvania bank subsidiary into
CoreStates Bank. Other consolidations are scheduled for later in the year.
THE PLAN
The Plan was authorized by CoreStates' Board of Directors on May 21, 1991,
was effective on September 4, 1991, was amended on April 29, 1994, and further
amended effective February 9, 1996.
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 plus the Applicable Fee (as determined below), and invest optional cash
payments at 100% of the market price plus the Applicable Fee (as determined
below), in additional shares of CoreStates Common Stock. Participants in the
Plan will be charged a service fee (the Applicable Fee) each time dividends
and/or cash payments are invested. The methods for determining all fees
associated with the Plan are set forth in the answers to questions 10 & 16 on
pages 6 & 9 of this Prospectus. 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
potential long-term growth.
3
<PAGE>
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.
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. 31.
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
participate 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 Shareholder Relations 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 an Enrollment Authorization Form and returning it to
First Chicago. Enrollment Authorization Forms may be obtained at any time by
written request to First Chicago. See No. 31.
A broker or nominee may participate in the Plan on behalf of beneficial
owners by signing and returning either the Enrollment Authorization Form 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 Enrollment Authorization Form 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.
4
<PAGE>
If an Enrollment Authorization Form 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.
6. What are the record dates and 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 approximately 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 several
quarters:
<TABLE>
<CAPTION>
RECORD DATE (DATE BY WHICH
ENROLLMENT AUTHORIZATION FORM INVESTMENT DATE (DATE ON WHICH
MUST BE RECEIVED) DIVIDEND WILL BE REINVESTED)
----------------------------- ------------------------------
<S> <C>
March 7, 1996 April 1, 1996
June 10, 1996 July 1, 1996
September 6, 1996 October 1, 1996
December 9, 1996 January 2, 1997
</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 Enrollment Authorization Form provide?
The Enrollment Authorization Form 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, less the Applicable Fee, (as defined in
No. 16) 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, less the Applicable Fee, (as
defined in No. 16) 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,
less the Applicable Fee, (as defined in No. 16) to purchase additional
CoreStates Common Stock.
The Enrollment Authorization Form further directs First Chicago to
reinvest automatically any subsequent dividends on Plan Shares held in the
Participant's Plan account. The Enrollment Authorization Form 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.
5
<PAGE>
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.
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 the following paragraph) 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.
The Investment Date in any month in which a dividend is paid is the dividend
payment date and in any other month will be the first day of such month. If,
however, the Investment 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.
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 of CoreStates Common Stock purchased for the Plan in respect of
the related Investment Date plus the Applicable Fee (as defined in No. 16). 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 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 Investment Date, plus the Applicable Fee (as defined in No. 16).
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 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 high and low sale prices, computed to
three
6
<PAGE>
decimal places, of CoreStates Common Stock on the New York Stock Exchange, as
reported in the Wall Street Journal, for the Investment Date, plus the
Applicable Fee.
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, less the Applicable Fee,
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 Enrollment Authorization Form are eligible to make optional cash
payments at any time. First Chicago will apply any optional cash payment in
collected funds received from a Participant before an Investment Date 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.
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 Enrollment Authorization Form,
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 Investment
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 price 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.
7
<PAGE>
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 Investment Dates for optional cash payments?
The Investment Date in any month in which a dividend is paid is the dividend
payment date and in any other month will be the first day of such month. If,
however, the Investment 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.
14. How may optional cash payments be made?
An initial optional cash payment may be made by a Participant when joining
the Plan by enclosing a check or money order, payable to "First Chicago--
CoreStates DRP" with the Enrollment Authorization Form. Thereafter, cash
payments may be made by use of a cash payment form which will be attached to
each Participant's statement of account.
The same amount of cash payment need not be made each month and there is no
obligation to make an optional cash payment in any month. No cash payment by a
Participant shall be in an amount less than $50 per month nor may cash
payments total more than $5,000 per month.
Participants may make automatic monthly investments of a specified amount
(not less than $50 per month, or not more than $5,000 per month) through an
Automated Clearing House (ACH) withdrawal from a predesignated account. To
initiate automatic monthly deductions, a Participant must complete and sign an
Automatic Monthly Deduction Authorization Form ("Form") and return it to First
Chicago together with a voided blank check or a savings account deposit slip
for the account from which funds are to be drawn. Forms will be processed and
will become effective as promptly as practicable. Once automatic monthly
deductions are initiated, funds will be drawn from the Participant's account
three business days preceding the cash Investment Date. A $1.00 transaction
fee will be subtracted from the amount deducted from the Participant's bank
account prior to each investment.
A Participant may change or terminate automatic monthly deductions by
completing and submitting to First Chicago a new Form. When a Participant
transfers shares or otherwise establishes a new account, a Form must be
completed unique to that account. If a Participant closes or changes a bank
account number, a new Form must be completed. To be effective with respect to
a particular Investment Date, however, the new Form must be received by First
Chicago at least six business days preceding the Investment Date.
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 INVESTMENT DATE.
15. May optional cash payments be returned to a Participant?
Optional cash payments received by First Chicago will be returned to a
Participant, without interest, upon written request by such Participant
received at least two days prior to the next Investment Date.
8
<PAGE>
FEES AND COSTS
16. What are the fees and costs to a Participant in the Plan?
A Participant will incur no brokerage commissions 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. 24 below for
additional information. Except as set forth below, costs of administration of
the Plan incurred in connection with the purchase of the shares will be paid
by CoreStates.
Participants in the Plan will pay a service fee equal to five percent (5%)
of the dividend and/or optional cash payment amount by any such Participant up
to a maximum currently set at $3.00 per investment (the "Applicable Fee"). The
following chart gives examples of the Applicable Fee imposed on investments as
of February 9, 1996:
<TABLE>
<CAPTION>
REINVESTMENT OF DIVIDEND INVESTMENT OF DIVIDEND AND/OR OPTIONAL MONTHLY INVESTMENT
- ------------------------------------ --------------------------------------------------------------------
ASSUMING THE SERVICE THE TOTAL SERVICE
QUARTERLY FEE IF YOU YOUR TOTAL FEE
IF YOU OWN DIVIDEND OF CURRENTLY IS INVEST INVESTMENT IS CURRENTLY WOULD BE
- ---------- ----------- ------------ -------------------- -------------------- ------------------------
<S> <C> <C> <C> <C> <C>
25 Shares $10.50 $ .53 $ 0.00 $ 10.50 $ .53
25 Shares $10.50 $ .53 25.00 35.50 1.78
50 Shares $21.00 $1.05 100.00 121.00 3.00
100 Shares $42.00 $2.10 1,000.00 1,042.00 3.00
200 Shares $84.00 $3.00 3,000.00 3,084.00 3.00
</TABLE>
Information regarding current fees and brokerage commissions is available by
calling the Agent at 1-800-317-4445. At its sole option and without further
notice to Participants, the Company may pay some or all of the above charges.
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. 21 below. The number of
shares purchased for a Participant's account under the Plan will be shown on
such Participant's statement of account.
9
<PAGE>
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.
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. 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 31. If certificates are later issued either upon request of
the Participant or upon termination of participation, new, differently
numbered certificates will be issued.
SALES OF PLAN SHARES
20. Can a Participant sell Plan Shares?
A Participant may at any time, request the sale of all or any whole Plan
Shares held in a Participant's account. Any such request may be made by either
writing to First Chicago or calling First Chicago at 1-800-317-4445. First
Chicago will make every effort to process all sale orders (written and
telephone) on the day it receives them, provided that instructions are
received before 1:00 p.m. Eastern time on a business day when First Chicago
and the New York Stock Exchange are open. The proceeds from such sale, less
any brokerage commission, a service fee, and any other costs of sales will be
remitted you the Participant. Each sale request will be processed and a check
for the net proceeds will be mailed as promptly as possible after First
Chicago receives such sale request.
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
21. How may shares may 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.
22. 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 Enrollment Authorization Form unless a new
Enrollment Authorization Form specifying a different number of shares is
delivered.
23. 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?
10
<PAGE>
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 OR CHANGE IN PARTICIPATION
24. How and when may a Participant terminate or change 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, 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 may
sell the shares purchased and remit the proceeds to the Participant, less any
related brokerage commission, a service fee of $10.00, any 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 Investment Date. In every
case of termination, the Participant's interest in a fractional share will be
paid in cash less any related brokerage commission, any service fee, and any
other costs of sale.
A Participant may request a change in his or her participation in the
Dividend Reinvestment and Share Purchase Plan at any time by contacting First
Chicago. See No. 31 for instructions on contacting First Chicago. Instructions
for changes must be received by First Chicago (i) in the case of a dividend,
on or prior to the record date for such dividend, and (ii) in the case of an
optional cash payment, at least 2 business days preceding the Investment Date
for such optional cash payment.
RIGHTS OFFERING: STOCK DIVIDENDS OR STOCK SPLITS
25. 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.
26. 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
27. 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 shares registered in the
Participant's name directly and whole shares credited to the Participant's
Plan account.
11
<PAGE>
INCOME TAX CONSEQUENCES
28. 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 plus the
Applicable Fee. The Participant's basis in those shares will 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 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, participants 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.
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
Participants basis in such share or fractional shares. FOR FURTHER INFORMATION
AS TO TAX CONSEQUENCES IN THE PLAN, PARTICIPANTS SHOULD CONSULT WITH THEIR OWN
TAX ADVISORS.
RESPONSIBILITIES OF CORESTATES AND FIRST CHICAGO
29. 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.
12
<PAGE>
SUSPENSION, MODIFICATION OR TERMINATION OF THE PLAN?
30. 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.
31. 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-
800-317-4445.
The First Chicago Internet address is "HTTP://WWW.FCTC.COM". Messages
forwarded on the Internet will be responded to within one business day.
TDD: 1-201-222-4955 Telecommunications Device for the hearing impaired.
Information is also available from the CoreStates' Shareholder Relations
Department at the address and/or telephone number set forth on page 2.
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 138,051,000 shares were issued and
outstanding at December 31, 1995.
13
<PAGE>
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 at
December 31, 1994 and 1993, and for each of the three years in the period
ended December 31, 1994 incorporated by reference in CoreStates Financial
Corp's Annual Report (Form 10-K) for the year ended December 31, 1994 have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon incorporated by reference therein and incorporated herein by
reference. As to the years 1993 and 1992, Ernst & Young LLP's report is based
in part on the reports of KPMG Peat Marwick LLP and Coopers & Lybrand LLP,
independent auditors. The report of KPMG Peat Marwick LLP refers to a
restatement of the 1993 financial statements to remove certain merger-related
charges and to a change in accounting for postretirement benefits other than
pensions, income taxes, and certain investments in debt and equity securities
in 1993. Such consolidated financial statements are incorporated herein by
reference in reliance upon the reports of Ernst & Young LLP, KPMG Peat Marwick
LLP, and Coopers & Lybrand LLP given upon the authority of such firms as
experts in accounting and auditing.
LEGAL OPINION
The validity of the CoreStates Common Stock has been passed upon by David T.
Walker, Esq., Counsel of CoreStates. At February 9, 1996 Mr. Walker was the
beneficial owner of 5,517 shares of CoreStates Common Stock and options
covering an additional 24,200 shares of such Common Stock.
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 is 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.
14
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTA-
TION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE IS-
SUER. 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 UN-
LAWFUL 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.................................................................. 6
Optional Cash Payments..................................................... 7
Fees and Costs............................................................. 9
Reports to Participants.................................................... 9
Certificates for Shares.................................................... 9
Sales of Plan Shares....................................................... 10
Withdrawal of Shares in Plan Accounts...................................... 10
Termination of or Change in Participation.................................. 11
Rights Offering; Stock Dividends or Stock Splits........................... 11
Voting Rights.............................................................. 11
Income Tax Consequences.................................................... 12
Responsibilities of CoreStates and First Chicago........................... 12
Suspension, Modification or Termination of the Plan........................ 13
Possible Trading Activity.................................................. 13
CoreStates Common Stock.................................................... 13
Use of Proceeds............................................................ 14
Experts.................................................................... 14
Legal Opinion.............................................................. 14
Indemnification............................................................ 14
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
[LOGO OF CORESTATES APPEARS HERE]
CORESTATES
FINANCIAL CORP
DIVIDEND
REINVESTMENT AND
SHARE PURCHASE PLAN
COMMON STOCK
($1.00 PAR VALUE)
----------------
PROSPECTUS
----------------
FEBRUARY 9, 1996
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<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.
Printing Fees............................................$15,000
Accounting Fees.......................................... 4,000
------
Total.............................................$19,000
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 actions 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-I
<PAGE>
ITEM 16. EXHIBITS
The following exhibits are filed herewith as part of this Registration
Statement:
NUMBER
DESCRIPTION
-----------
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 Report on Form 8-K dated
October 21, 1993 and incorporated herein by reference.
5 Opinion and consent of David T. Walker, Esq. as to the validity of the
Common Stock being registered.
12.1 CoreStates Financial Corp and Subsidaries 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, 1994 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, 1994 and incorporated herein by reference.
23.1 Consent of Ernst & Young LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Coopers & Lybrand LLP
23.4 Consent of David T. Walker, Esq. (included in Exhibit 5)
*24 Powers of Attorney
99.1 Enrollment Authorization Form for CoreStates Dividend Reinvestment & Stock
Purchase Plan.
99.2 Instruction For Beneficial Owner Plan Participation
99.3 Broker and Nominee Authorization Form
*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 14(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 expenses incurred or paid by a director, officer of 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 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. 2 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 9th day of February 9, 1996.
CoreStates Financial Corp
By:/s/ Terrence A. Larsen
________________________
TERRENCE A. LARSEN
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST
EFFECTIVE AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED BELOW.
SIGNATURES CAPACITY DATE
*
- -------------------------- Director, Chairman of the Board February 9, 1996
TERRENCE A. LARSEN and Chief Executive Officer
(principal executive officer)
*
- -------------------------- Executive Vice President February 9, 1996
ALBERT W. MANDIA (principal financial officer)
/s/ Christopher J.Carey Senior Vice President and February 9, 1996
- -------------------------- Corporate Controller
CHRISTOPHER J. CAREY (principal accounting officer)
*
- -------------------------- Director February 9, 1996
GEORGE A. BUTLER
*
- -------------------------- Director February 9, 1996
NELSON G. HARRIS
*
- -------------------------- Director February 9, 1996
CARLTON E. HUGHES
- -------------------------- Director February _, 1996
ERNEST E. JONES
*
- -------------------------- Director February 9, 1996
HERBERT LOTMAN
- -------------------------- Director February _, 1996
GEORGE V. LYNETT
II-4
<PAGE>
*_________________________ Director February 9,1996
PATRICIA A. MCFATE
*_________________________ Director February 9,1996
JOHN A. MILLER
*_________________________ Director February 9,1996
MARLIN MILLER, JR.
__________________________ Director February ,1996
STEPHANIE W. NAIDOFF
*_________________________ Director February 9,1996
SEYMOUR S. PRESTON, III
__________________________ Director February ,1996
JAMES M. SEABROOK
*_________________________ Director February 9,1996
J. LAWRENCE SHANE
*_________________________ Director February 9,1996
RAYMOND W. SMITH
*_________________________ Director February 9,1996
HAROLD A. SORGENTI
*_________________________ Director February 9,1996
PETER S. STRAWBRIDGE
*By:/s/ Terrence A. Larsen February 9,1996
----------------------
TERRENCE A. LARSEN
ATTORNEY-IN-FACT
* Terrence A. Larsen hereby signs this Registration Statement on February 9,
1996, on behalf of the above-named Directors & Officers of the Registrant above
whose typed names asterisks appear, pursuant to powers of attorney duly executed
by such Directors & Officers and filed with the Securities & Exchange Commission
as Exhibit 24 to this Amendment No. 2 to the Registration Statement.
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 stock are contained in the Articles
of Incorporation of the Company as amended though May 3, 1993, filed as
Exhibit 3(a) to the Company's Report on Form 8-K dated October 21, 1993
and incorporated herein by reference.
5 Opinion and consent of David T. Walker, Esq. as to the validity of the
Common stock being registered. 1
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, 1994 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, 1994 and incorporated herein by reference.
23.1 Consent of Ernst & Young LLP 2
23.2 Consent of KPMG Peat Marwick LLP 3
23.3 Consent of Coopers & Lybrand LLP 4
23.4 Consent of David T. Walker, Esq. (filed as Exhibit 5).
*24 Powers of Attorney.
99.1 Enrollment Authorization Form for CoreStates Dividend Reinvestment &
Stock Purchase Plan.
99.2 Instruction For Beneficial Owner Plan Participation
99.3 Broker and Nominee Authorization Form
*Filed with original Registration Statement No. 33-40717, June 21, 1991
</TABLE>
<PAGE>
Exhibit 5
February 9, 1996
CoreStates Financial Corp
1345 Chestnut Street
Philadelphia, PA 19107
Dear Sirs:
I am Counsel of CoreStates Financial Corp, a Pennsylvania Corporation
("CoreStates"), and as such I am acting as counsel for CoreStates in connection
with the preparation and filing of Amendment No. 2 to the Registration Statement
being filed by CoreStates with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act") covering shares of CoreStates
Common Stock ($1.00 par value) (the "Shares"), and setting forth, among other
things, the terms upon which CoreStates plans to offer the Shares pursuant to
its Dividend Reinvestment and Stock Purchase Plan (the "Plan").
I have examined originals or copies, certified or otherwise identified to
my satisfaction, of such corporate records, certificates and other documents as
I have considered necessary or appropriate for the purpose of this opinion.
Upon the basis of the foregoing, I am of the opinion that the Shares have
been duly and validly authorized by proper corporate proceedings, and when any
of the Shares are delivered against payment therefor from time to time as
contemplated by the Registration Statement and the terms of the Plan, such
Shares so delivered will have been validly issued, and will be fully paid and
non-assessable.
I hereby consent to the filing of this opinion as an exhibit to Amendment
No. 2 of the Registration Statement. I also consent to the use of my name under
the caption "Legal Opinion" in the prospectus contained in Amendment No. 2 to
the Registration Statement.
Very truly yours,
/s/ David T. Walker
David T. Walker
DTW/dg
-1-
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in Amendment
No. 2 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 7, 1995, with respect to the consolidated financial statements of year
ended December 31, 1994, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Philadelphia, Pennsylvania
February 9, 1996
-2-
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Post-Effective Amendment No. 2
to the Registration Statement (No. 33-40717) on Form S-3 of CoreStates Financial
Corp. and in the related prospectus of our report dated March 16, 1994, except
as to the third paragraph of Note 1 and the last paragraph of Note 16 which are
as of July 19, 1994 relating to the consolidated statement of condition of
Constellation Bancorp and subsidiaries as of December 31, 1993, and the related
consolidated statements of operations, changes in shareholders' equity and cash
flows for each of the years in the two-year period ended December 31, 1993,
which report appears in the 1994 Annual Report on Form 10-K of CoreStates
Financial Corp and the reference to our Firm under the heading "Experts" in the
prospectus. Our report refers to a restatement of the 1993 financial statements
to remove certain merger-related charges and to a change in accounting for
postretirement benefits other than pensions, income taxes, and certain
investments in debt and equity securities in 1993. The financial statements
referred to above are not separately presented in such report on Form 10-K.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Short Hills, New Jersey
February 9, 1996
-3-
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Amendment No. 2 to the
Registration Statement on Form S-3 and prospectus relating to shares of the
CoreStates Financial Corp Common Stock issuable pursuant to the CoreStates
Dividend Reinvestment and Share Purchase Plan of CoreStates Financial Corp of
our report, which includes an explanatory paragraph related to a change in the
method of accounting for investments in 1993 and method of accounting for income
taxes in 1992, dated January 19, 1994, on our audit of the consolidated
financial statements of Independence Bancorp, Inc. as of December 31, 1993 and
for the years ended December 31, 1993 and 1992, incorporated by reference in
CoreStates Annual Report on Form 10-K for the year ended December 31, 1994.
/s/ Coopers & Lybrand LLP
Coopers & Lybrand LLP
Philadelphia, Pennsylvania
February 9, 1996
-4-
<PAGE>
Exhibit 99.1
ENROLLMENT AUTHORIZATION FORM
Please enroll this account as follows:
--------------------------------------
Place an "X" in the box with black or
blue ink ([X]) to select option(s).
FULL DIVIDEND REINVESTMENT
Reinvest all dividends for this account.
PARTIAL DIVIDEND REINVESTMENT
Reinvest any dividends that may become
payable to me on the following shares of
my stock and invest any voluntary cash
payments I may choose to send. --------
*Shs.
--------
VOLUNTARY CASH PAYMENTS ONLY
Invest the attached cash payment and any
future voluntary cash payments I may
choose to send.
AUTOMATIC MONTHLY DEDUCTIONS
Also complete the next form below.
Signature(s) of *CANNOT BE GREATER THAN THE TOTAL NUMBER
Registered Owner(s) OF SHARES OF STOCK CURRENTLY REGISTERED
IN YOUR NAME.
Under each of the options above,
participants may make voluntary cash
payments at any time.
(Detach)
AUTHORIZATION FORM FOR
AUTOMATIC MONTHLY DEDUCTIONS
INSTRUCTIONS FOR REVERSE SIDE OF FORM
1. Indicate the Type of Account: Checking or
Savings.
2. Print the complete Bank Account Number.
3. Print the Name on Bank Account as it appears
on your bank account.
4. Print the complete name of your financial
institution, including the branch name and
address.
5. Print the ABA Number (Bank Number) from your
check or savings deposit slip.
6. Amount of automatic monthly deduction: Indicate
the monthly amount authorized to transfer from
your checking or savings account to purchase
additional shares.
Please enclose a copy of a VOID check or a savings
deposit slip to verify banking information.
PLEASE COMPLETE THE INFORMATION ON THE REVERSE SIDE
OF THIS FORM.
I (We) hereby authorize First Chicago Trust Company of New York to make monthly
automatic transfers of funds from the checking or savings account in the amount
stated on the reverse of this form. These funds will be used to purchase shares
for deposit into my (our) account.
Signature(s)
---------------------------------------------
Date Daytime Phone Number
--------------- ------------------
(Detach)
VOLUNTARY CASH PAYMENT FORM
To purchase additional shares,
please make check or money
order payable in United States
dollars to "First Chicago
Trust." (Please note your
account number and company code
on the payment.)
DO NOT SEND CASH.
Amount enclosed $
----------
-------------------------------
MAIL PAYMENT TOGETHER WITH THIS
FORM IN THE POSTAGE PRE-PAID
ENVELOPE PROVIDED OR TO THE
ADDRESS SHOWN ON THE REVERSE
SIDE OF THIS FORM.
-------------------------------
Daytime telephone number.
( )
----------------------------
Area Code
<PAGE>
Voluntary cash payments should be mailed to First Chicago Trust Company of New
York, Dividend Reinvestment Plans, P.O. Box 13531, Newark, NJ 07188-0001.
Participation in the plan is subject to the terms as outlined in the plan
description. Participation in the plan may be terminated at any time by sending
written instructions signed by all registered owners to First Chicago Trust
Company of New York, Dividend Reinvestment Plans, P.O. Box 2598, Jersey City, NJ
07303-2598.
If you do not check any box, you will be enrolled in FULL DIVIDEND REINVESTMENT.
If you elected PARTIAL DIVIDEND REINVESTMENT, and:
-If you wish to reinvest cash dividends on all of the shares now registered
in your name but not on any additional shares that may be registered in
your name in the future, write the total number of shares now registered in
your name in the space provided.
-If you wish to reinvest cash dividends on less than all of the shares now
registered in your name and continue to receive a check for cash dividends
on the remaining shares, write the number of shares on which you do wish
dividends reinvested in the space provided.
Under each option, regardless of the one you select, dividends received on
shares accumulated and held under the plan will be reinvested.
AUTOMATIC MONTHLY DEDUCTION
Please Print All Items
1. Type of Account: [_] Checking [_] Savings
2.
-----------------------------------------------------------------
Bank Account Number
3.
-----------------------------------------------------------------
Name on Bank Account
4.
-----------------------------------------------------------------
Financial Institution
-----------------------------------------------------------------
Branch Name
-----------------------------------------------------------------
Branch Street Address
-----------------------------------------------------------------
Branch City, State and Zip Code
5.
-----------------------------------------------------------------
ABA Number
6. $ Amount of automatic monthly deduction.
---------------
VOLUNTARY CASH PAYMENT INFORMATION
Voluntary cash payments should be mailed to First Chicago Trust Company of New
York, Dividend Reinvestment Plans, P.O. Box 13531, Newark, NJ 07188-0001.
For information, participants may write to First Chicago Trust Company of New
York, Dividend Reinvestment Plans, P.O. Box 2598, Jersey City, NJ 07303-2598.
If you prefer, you may call First Chicago Trust Company of New York at the
telephone number listed in the enclosed plan description.
<PAGE>
Exhibit 99.2
TO: FIRST CHICAGO TRUST COMPANY OF NEW YORK INSTRUCTION FOR BENEFICIAL
DIVIDEND REINVESTMENT PLANS OWNER PLAN PARTICIPATION
30 W. BROADWAY
NEW YORK, N.Y. 10007-2192 Date_______________________
Page___________of__________
INSTRUCTIONS FROM__________________________________TELEPHONE No._______________
___________________________________________________REFERENCE __________________
ADDRESS
- ------------------------------------ ---------------------------------------
NAME OF ISSUER COMPANY INSTRUCTIONS FOR DIVIDEND PAYABLE DATE
- ------------------------------------ ---------------------------------------
CORESTATES FINANCIAL CORP
- ------------------------------------ ---------------------------------------
- -------------------------------------------------------------------------------
BENEFICIAL OWNER IDENTIFICATION SHARE PARTICIPATION OPTIONAL CASH PAYMENT
(May be Alpha or Numeric)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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TOTAL
- -------------------------------------------------------------------------------
<PAGE>
Exhibit 99.3
CORESTATES FINANCIAL CORP
DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN
Broker and Nominee Authorization
First Chicago Trust Company of New York
30 West Broadway
New York, New York 10007-2192
Gentlemen:
The undersigned record holder (the "Holder") of Common Stock of CoreStates
Financial Corp ("CoreStates") has received a copy of the current Prospectus of
CoreStates describing its Dividend Reinvestment and Share Purchase Plan (the
"Plan") and hereby appoints First Chicago (the "Agent") as its agent to receive
dividends that may become payable to it on CoreStates Common Stock registered in
its name and to apply such dividends to the purchase of CoreStates Common Stock
and to apply any optional cash payments made by the undersigned to the purchase
of CoreStates Common Stock subject to the terms and conditions of the Plan and
to the following additional terms and conditions, which shall control to the
extent that they conflict with any terms and conditions of the Plan:
1. Reinvestment of dividends by the Holder will be optional with
each cash dividend declared by CoreStates. If the Holder elects to
reinvest a dividend payable with respect to any shares registered in its
name, it will, not later than the fifth business day following the record
date for such dividend, deliver to the Agent, at the above address,
written instructions on the form specified by the Agent identifying one or
more beneficial owners (by name, account number, or other alphanumeric
designation) and specifying as to each owner the number of full shares
with respect to which the dividend is to be reinvested. The aggregate
number of shares specified on any instruction form may not exceed the
number of shares registered in the name of the Holder on the relevant
record date. It is understood and agreed that if the Agent does not
receive proper written reinvestment instructions from the Holder by the
time specified above in this paragraph, the entire dividend with respect
to shares registered in the name of the Holder on the record date will be
paid to the Holder in the usual manner.
2. If the conditions of paragraph 1 have been met, the Agent will,
on the relevant Investment Date (as defined in the Plan), reinvest the
dividend payable with respect to the number of shares specified in the
Holder's instructions for each identified owner in as many full shares of
CoreStates Common Stock as can be purchased with the total of the dividend
paid with respect to each specified number of shares at the purchase price
computed in accordance with the Plan. The remaining amount, if any, will
be paid to the Holder.
3. The Holder may make optional cash payments in accordance with
and subject to the provisions of the Plan. In order to be invested in
shares of CoreStates Common Stock on a relevant investment Date (as
defined in the Plan) optional cash payments (payable by check or money
order to "First Chicago-CoreStates," in United States dollars) must be
received prior to the relevant record date along with written instructions
on the form specified by the Agent, identifying the beneficial owners (by
name, account number or other alphanumeric designation) making such
optional cash payments and the amount of the optional cash payment made by
each beneficial owner. Total optional cash payments made by any single
beneficial owner may not exceed $5,000 per month. It is understood and
agreed that if the Agent does not receive proper written investment
instructions from the Holder as stated above, the optional cash payment or
payments will be returned to the Holder by the Agent. If the conditions of
this paragraph have been met, the Agent will, on the relevant investment
Date (as defined in the Plan), invest the optional cash payment of each
identified owner in as many full shares of CoreStates Common Stock as can
be purchased with each optional cash payment at the purchase price
computed in accordance with the Plan. The remaining optional cash payment,
if any, will be paid to the Holder.
4. As soon as practicable following the relevant Investment Date
(as defined in the plan), the Agent will transmit to the Holder a listing,
containing the identification of each owner furnished by the Holder in its
instructions and showing as to each such owner (if applicable): (a) the
number of shares of CoreStates Common Stock specified for reinvestment of
the dividend, (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 coat of 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 relevant investment date of the shares purchased. Accompanying the
listing will be a share certificate, registered in the name of the Holder,
for the total number of shares purchased for each of the beneficial owners
identified on the listing, and one check for the aggregate amount of the
dividends or optional cash payments not reinvested for such owners.
5. Dividends will be paid in the usual manner with respect to any
shares registered in the name of the Holder on any record date which are
not covered by an appropriate instruction form.
Very truly yours,
------------------------------------
(Print or type name and address)
------------------------------------
------------------------------------
Dated: By:
-------------------------- -------------------------------
Authorized Signature
[ ] Pleased send additional copies of the instruction form.
-------
