<PAGE>
As filed with the Securities and Exchange Commission on April 10, 1996
REGISTRATION NO. 33-300067
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 ON
FORM S-8
TO REGISTRATION STATEMENT
ON FORM S-4 UNDER
THE SECURITIES ACT OF 1933
CORESTATES FINANCIAL CORP
(Exact name of Registrant as specified in its charter)
PENNSYLVANIA
(State or other jurisdiction of 23-1899716
incorporation or organization) (I.R.S. Employer Identification Number)
Philadelphia National Bank Building
Broad and Chestnut Streets
Philadelphia, Pennsylvania 19101
(Address of principal executive offices) (Zip Code)
------------------------------
MERIDIAN BANCORP, INC. 1993 STOCK OPTION PLAN
UNITED COUNTIES BANCORPORATION 1984 INCENTIVE STOCK OPTION PLAN
UNITED COUNTIES BANCORPORATION 1989 INCENTIVE STOCK OPTION PLAN
(Full Title of the Plans)
------------------------------
David T. Walker, Esq.
CoreStates Financial Corp
Philadelphia National Bank Building, Broad and Chestnut Streets,
Philadelphia, Pennsylvania 19101
(Name and address of agent for service)
(215) 973-3827
(Telephone number, including area code,
of agent for service)
Copy to:
Lee Meyerson, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
------------------------------
This Post-Effective Amendment covers shares of Common Stock, par value $1.00 per
share, of the Registrant originally registered on the Registration Statement on
Form S-4 (the "Registration Statement") to which this Post-Effective Amendment
is an amendment. The registration fees in respect of the securities registered
hereby were paid at the time of the original filing of the Registration
Statement.
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PART I
ITEM 1. PLAN INFORMATION
Not required to be filed with this Post-Effective Amendment.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with this Post-Effective Amendment.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission by
CoreStates Financial Corp (the "Company") are incorporated herein by reference:
(i) The Company's Registration Statement on Form S-4 (Reg. No. 33-
300067), excluding any documents incorporated by reference therein;
(ii) The Company's Annual Report on Form 10-K for the year ended December
31, 1995;
(iii) The Company's Current Reports on Form 8-K dated January 8, 1996,
January 17, 1996 and April 3, 1996; and
(iv) The description of the Common Stock, par value $1.00 per share
("Common Stock"), of the Company set forth in the Company's registration
statements filed pursuant to Section 12 of the Exchange Act and any amendment or
report filed for the purpose of updating such descriptions.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all of such securities then remaining unsold shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Pennsylvania Business Corporation Law ("PBCL") provides that a corporation
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or proceeding, whether
civil, criminal, administrative or investigative (other than a derivative action
by or in the right of such corporation) by reason of the fact that the person is
or was a representative of the corporation (or is or was serving at the request
of the corporation as a representative of another corporation) against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action or proceeding,
if such person acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of such corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
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The PBCL also permits indemnification by a corporation under similar
circumstances for expenses (including attorneys' fees) actually and reasonably
incurred by such persons in connection with the defense or settlement of a
threatened, pending or completed derivative action, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to such corporation
unless the court of common pleas of the judicial district embracing the county
in which the registered office of the corporation is located or the court in
which such action was brought determines upon application that such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.
The PBCL provides that the indemnification described above shall not be
deemed exclusive of other indemnification that may be granted by a corporation
pursuant to its By-Laws, disinterested directors' vote, shareholders' vote,
agreement or otherwise; provided that the indemnification shall not be made in
--------
any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.
The PBCL also empowers corporations to purchase and maintain insurance on
behalf of any person who is or was a representative of the corporation, or is or
was serving at the request of the corporation as a representative for another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to indemnify
him against such liability as described above.
The Articles of Incorporation of CoreStates Financial Corp (the
"Registrant") provide that no director or officer of the Registrant, as such,
shall be personally liable to the Registrant or its shareholders for monetary
damages for any action taken, or any failure to take any action, except where
the director or officer (a) has breached or failed to perform the duties of his
or her office under the Registrant's Articles of Incorporation, By-laws or
applicable provisions of law and such breach or failure to perform constitutes
self-dealing, wilful misconduct or recklessness, (b) is responsible or liable
pursuant to a criminal statute or (c) is responsible or liable for the payment
of taxes pursuant to local, state or federal law.
Pursuant to the Registrant's By-laws, the Registrant is obligated to
indemnify an Indemnified representative (as defined below) against any Liability
(as defined below) incurred in connection with any Proceeding (as defined below)
in which the Indemnified representative may be involved as a party or otherwise,
by reason of the fact that such person is or was serving in an Indemnified
capacity (as defined below), including, without limitation, liabilities
resulting from any actual or alleged breach or neglect of duty, error,
misstatement or misleading statement, negligence, gross negligence or act giving
rise to strict or products Liability, except:
(a) where such indemnification is expressly prohibited by applicable law,
or
(b) where the conduct of the Indemnified representative has been determined
to constitute willful misconduct or recklessness within the meaning of 42
Pa.C.S. ((S)) 8365(b) (now a reference to PBCL ((S)) 1746(b)) or any superseding
provision of law, sufficient in the circumstances to bar indemnification against
Liabilities arising from the conduct.
For purposes of the foregoing,
"Indemnified capacity" means any and all past, present and future service
by an indemnified representative in one or more capacities as a director,
officer, employee or agent of the Registrant, or, at the request of the
Registrant, as a director, officer, employee, agent, fiduciary or trustee of
another corporation, partnership, joint venture, trust, employee benefit plan or
other entity or enterprise;
"Indemnified representative" means any and all directors and officers of
the Registrant and any other person designated as an indemnified representative
by the Board of Directors of the Registrant (which may, but need not, include
any person serving at the request of the Registrant, as a director, officer,
employee, agent, fiduciary or trustee of another corporation, partnership, joint
venture, trust, employee benefit plan or other entity or enterprise);
"Liability" means any damage, judgment, amount paid in settlement, fine,
penalty, punitive damages, excise tax assessed with respect to an employee
benefit plan, or other cost or expense of any nature (including, without
limitation, attorneys' fees and disbursements); and
"Proceeding" means any threatened, pending or completed action, suit,
appeal or other proceeding of any nature, whether civil, criminal,
administrative or investigative, whether formal or informal, and whether brought
by or in the right of the Registrant, a class of its security holders or
otherwise.
The Registrant's By-laws provide that to further effect, satisfy or secure
indemnification obligations, the Registrant may maintain insurance, obtain a
letter of credit, act as self-insurer, create a reserve, trust, escrow, cash
collateral or other fund
2
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or account, enter into indemnification agreements, pledge or grant security
interests in any assets or properties of the Registrant, or enter into any other
arrangement as the Board of Directors of the Registrant deems appropriate.
The By-laws also specify that the right to indemnification provided thereby
is a contract right and entitle the persons to be indemnified to be reimbursed
for the expenses of prosecuting any such claim against the Registrant and to
have all expenses incurred in advance of the final disposition of a proceeding
paid by the Registrant upon the receipt of an undertaking by or on behalf of
such persons to repay such amounts if it ultimately is determined in an
arbitration proceeding conducted pursuant to the Registrant's By-laws that such
persons are not entitled to be indemnified by the Registrant. The rights to
indemnification and advancement of expenses granted pursuant to the By-laws
continue as to a person who has ceased to be an Indemnified representative in
respect of matters prior to such time and inure to the benefit of
representatives of such a person.
Any dispute related to the right to indemnification or advancement of
expenses as indemnification for liabilities arising under the Securities Act of
1933 which the Registrant has undertaken to submit to a court for adjudication
shall be decided only by arbitration in accordance with the commercial
arbitration rules then in effect of the American Arbitration Association. Any
award entered by the arbitrators shall be final, binding and nonappealable and
judgement may be entered thereon by any party in accordance with applicable law
in any court of competent jurisdiction.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
4.1 Articles of Incorporation of CoreStates Financial Corp (incorporated by
reference to Exhibit 3(a) of the Current Report on Form 8-K dated October
21, 1993 of CoreStates Financial Corp)
4.2 By-Laws of CoreStates Financial Corp, as amended (incorporated by reference
to Exhibit 3(b) of the Current Report on Form 8-K dated October 21, 1993 of
CoreStates Financial Corp)
5 Opinion of David T. Walker, Esq., Counsel of CoreStates, regarding the
legality of securities being issued
23.1 Consent of Ernst & Young LLP as to the financial statements of CoreStates
Financial Corp
23.2 Consent of KPMG Peat Marwick LLP as to the financial statements of
Meridian Bancorp, Inc.
23.3 Consent of KPMG Peat Marwick LLP as to the financial statements of
Constellation Bancorp
23.4 Consent of KPMG Peat Marwick LLP as to the financial statements of United
Counties Bancorporation
23.5 Consent of Coopers & Lybrand L.L.P. as to the financial statements of
Independence Bancorp, Inc.
23.6 Consent of David T. Walker, Esq., Counsel of CoreStates (contained in
Exhibit 5)
24 Powers of Attorney (incorporated by reference to Exhibit 24 of the
Registration Statement on Form S-4 (Registration No. 33-300067) of
CoreStates Financial Corp)
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to the 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;
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(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in 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.
4
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this Post-
Effective Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on
April 10, 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 has been signed by the following persons in the capacities
and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Terrence A. Larsen Director, Chairman of the Board April 10, 1996
- --------------------------------- and Chief Executive Officer
Terrence A. Larsen (Principal Executive Officer)
* Principal Financial Officer April 10, 1996
- --------------------------------- (Principal Financial Officer)
Albert W. Mandia
* Senior Vice President April 10, 1996
- --------------------------------- (Principal Accounting Officer)
Christopher J. Carey
* Director April 10, 1996
- ---------------------------------
George A. Butler
* Director April 10, 1996
- ---------------------------------
Nelson G. Harris
* Director April 10, 1996
- ---------------------------------
Carlton E. Hughes
* Director April 10, 1996
- ---------------------------------
Ernest E. Jones, Jr.
* Director April 10, 1996
- ---------------------------------
Herbert Lotman
* Director April 10, 1996
- ---------------------------------
George V. Lynett
* Director April 10, 1996
- ---------------------------------
Patricia A. McFate
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Director April 10, 1996
- ---------------------------------
John A. Miller
* Director April 10, 1996
- ---------------------------------
Marlin Miller, Jr.
* Director April 10, 1996
- ---------------------------------
Stephanie W. Naidoff
* Director April 10, 1996
- ---------------------------------
Seymour S. Preston, III
* Director April 10, 1996
- ---------------------------------
James M. Seabrook
* Director April 10, 1996
- ---------------------------------
J. Lawrence Shane
* Director April 10, 1996
- ---------------------------------
Raymond W. Smith
* Director April 10, 1996
- ---------------------------------
Harold A. Sorgenti
* Director April 10, 1996
- ---------------------------------
Peter S. Strawbridge
</TABLE>
- ----------------------------------
* Terrence A. Larsen hereby signs this Post-Effective Amendment on April 10,
1996, on behalf of each of the above-named Directors and Officers of the
Registrant above whose typed names asterisks appear, pursuant to powers of
attorney duly executed by such Directors and Officers and filed with the
Securities and Exchange Commission as exhibits to this Post-Effective
Amendment.
/s/ Terrence A. Larsen
------------------------
Terrence A. Larsen
Attorney-in-fact
6
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- ------- ----------- --------
4.1 Articles of Incorporation of CoreStates Financial Corp
(incorporated by reference to Exhibit 3(a) of the Current
Report on Form 8-K dated October 21, 1993 of CoreStates
Financial Corp)
4.2 By-Laws of CoreStates Financial Corp, as amended (incorporated by
reference to Exhibit 3(b) of the Current Report on Form 8-K dated
October 21, 1993 of CoreStates Financial Corp)
5 Opinion of David T. Walker, Esq., Counsel of CoreStates, regarding
the legality of securities being issued
23.1 Consent of Ernst & Young LLP as to the financial statements of
CoreStates Financial Corp
23.2 Consent of KPMG Peat Marwick LLP as to the financial statements
of Meridian Bancorp, Inc.
23.3 Consent of KPMG Peat Marwick LLP as to the financial statements
of Constellation Bancorp
23.4 Consent of KPMG Peat Marwick LLP as to the financial statements of
United Counties Bancorporation
23.5 Consent of Coopers & Lybrand L.L.P. as to the financial statements
of Independence Bancorp, Inc.
23.6 Consent of David T. Walker, Esq., Counsel of CoreStates (contained
in Exhibit 5)
24 Powers of Attorney (incorporated by reference to Exhibit 24 of the
Registration Statement on Form S-4 (Registration No. 33-300067) of
CoreStates Financial Corp)
<PAGE>
EXHIBIT 5
April 10, 1996
Re: CoreStates Financial Corp
Post-Effective Amendment No. 1
on Form S-8 to Registration Statement on Form S-4
(Reg. No. 33-300067)
-------------------------------------------------
CoreStates Financial Corp
Philadelphia National Bank Building
Broad and Chestnut Streets
Philadelphia, PA 19107
Gentlemen:
As Counsel for CoreStates Financial Corp, a Pennsylvania corporation (the
"Company"), I have acted as counsel for the Company in connection with the
preparation of Post-Effective Amendment No. 1 on Form S-8 to the Registration
Statement on Form S-4 (Reg. No. 33-300067) (the "Registration Statement"), filed
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, relating to shares of common stock, par value $1.00 per share,
of the Company (the "CoreStates Common Shares"), to be issued by the Company
pursuant to the Meridian Bancorp, Inc. 1993 Stock Option Plan, as amended, the
United Counties Bancorporation 1984 Incentive Stock Option Plan and the United
Counties Bancorporation 1989 Incentive Stock Option Plan (collectively, the
"Plans"), such plans of Meridian Bancorp, Inc. ("Meridian") to be assumed by the
Company pursuant to the Agreement and Plan of Merger, dated October 10, 1995
(the "Merger Agreement"), between the Company and Meridian. In this connection,
I have reviewed the Registration Statement and certain records of the Company's
corporate proceedings as reflected in its minute and stock books. In my
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as originals and the conformity with the
original of all documents submitted to me as copies thereof.
In my opinion, the CoreStates Common Shares have been duly authorized and,
upon the issuance of the CoreStates Common Shares in accordance with the terms
of the Plans and payment of the consideration, if any, payable therefor pursuant
to the terms of the Plans, the CoreStates Common Shares will be legally issued,
fully paid and non-assessable.
<PAGE>
2
I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement and to any references to the opinion in the Registration
Statement. In giving such consent, I do not thereby admit that I am acting
within the category of persons whose consent is required under Section 7 of the
Act and the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ David T. Walker
David T. Walker
Counsel
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Post-Effective Amendment No.
1 on Form S-8 to the Registration Statement on Form S-4 (33-300067) and related
Prospectus of CoreStates Financial Corp of our report dated January 17, 1996,
with respect to the consolidated financial statements of CoreStates Financial
Corp incorporated by reference in its Annual Report (Form 10-K) for the year
ended December 31, 1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Philadelphia, Pennsylvania
April 8, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
Meridian Bancorp, Inc.
We consent to the incorporation by reference in Post-Effective Amendment No. 1
on Form S-8 of CoreStates Financial Corp. to the Registration Statement (No. 33-
300067) on Form S-4 of CoreStates Financial Corp. of our report dated January
17, 1996, except as to note 2, which is as of February 23, 1996, with respect to
the consolidated balance sheets of Meridian Bancorp, Inc. and subsidiaries as of
December 31, 1995, and 1994, and the related consolidated statements of income,
changes in shareholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1995. The report of KPMG Peat Marwick LLP
covering the aforementioned financial statements contains an explanatory
paragraph which discusses that Meridian adopted the provisions of the Financial
Accounting Standards Board's Statement of Financial Accounting Standards No.
115, Accounting for Certain Investments in Debt and Equity Securities, and No.
112, Employers' Accounting for Postemployment Benefits, in 1994 and No. 106,
Employers' Accounting for Postretirement Benefits Other Than Pensions, and No.
109, Accounting for Income Taxes, in 1993.
/s/ KPMG Peat Marwick LLP
April 8, 1996
<PAGE>
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Post-Effective Amendment No. 1
on Form S-8 to the Registration Statement (33-300067) on Form S-4 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 statements of
operations, changes in shareholders' equity and cash flows of Constellation
Bancorp and subsidiaries for the year ended December 31, 1993, which report
appears in the 1995 Annual Report on Form 10-K of CoreStates Financial Corp.
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.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Short Hills, New Jersey
April 9, 1996
<PAGE>
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
United Counties Bancorporation:
We consent to the incorporation by reference in Post-Effective Amendment No. 1
on Form S-8 to the Registration Statement (No. 33-300067) on Form S-4 of
CoreStates Financial Corp and in the related prospectus of our report dated
January 16, 1996, except for Note 20, which is as of February 23, 1996 relating
to the consolidated balance sheets of United Counties Bancorporation and
subsidiaries as of December 31, 1995 and 1994, and the related consolidated
statements of income, changes in stockholders' equity, and cash flow for each of
the years in the three-year period ended December 31, 1995, which report appears
in the Form 8-K of CoreStates Financial Corp dated April 3, 1996.
Our report refers to a change in accounting for certain investments in debt
and equity securities in 1994 and income taxes in 1993.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Short Hills, New Jersey
April 9, 1996
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 on Form S-8 to the Registration Statement on Form S-4 (33-300067) 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, dated
January 19, 1994, on our audit of the consolidated financial statements of
Independence Bancorp, Inc. as of and for the year ended December 31, 1993,
incorporated by reference in CoreStates Annual Report on Form 10-K for the year
ended December 31, 1995.
/s/ Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
April 8, 1996
