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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): April 9, 1996
CoreStates Financial Corp
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(Exact name of registrant specified in its Charter)
Pennsylvania 0-6879 23-1899716
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(State or other (Commission (IRS Employee
jurisdiction of File Number) identification No.)
incorporation)
Centre Square West, 1500 Market Street
Philadelphia, Pennsylvania 19101
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(Address of principal executive offices) (Zip Code)
Registrant's telephone, including area code: (215) 973-7488
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(Former name and former address, if changed since last report)
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Item 5. Other Events.
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The information set forth in the news releases of CoreStates Financial Corp
dated April 9, 1996 announcing the agreement for Commonwealth Savings Bank to
acquire 11 Meridian Bancorp branch offices in connection with the merger of
CoreStates Financial Corp and Meridian Bancorp and the completion of the merger
of CoreStates Financial Corp and Meridian Bancorp as Exhibits 99a and 99b is
incorporated by reference and made a part hereof.
Item 7. Exhibits
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99a CoreStates Financial Corp News Release dated April 9, 1996 regarding
Commonwealth Savings Bank.
99b CoreStates Financial Corp News Release dated April 9, 1996 regarding
the completion of the merger with Meridian Bancorp.
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CORESTATES FINANCIAL CORP
(Registrant)
By /s/David T. Walker
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David T. Walker
Counsel
Dated: April 10, 1996
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Exhibit Index
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Exhibit No. Page
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99a CoreStates Financial Corp News
Release Dated April 9, 1996
regarding Commonwealth Savings Bank 4
99b CoreStates Financial Corp News Release
Dated April 9, 1996 regarding the
completion of the merger with Meridian
Bancorp 6
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Exhibit 99a
CoreStates Financial Corp
Broad and Chestnut Streets
P.O. Box 7558
Philadelphia, PA 19101-7558
Contact CoreStates: Gary Brooten, (215) 973-3546
Commonwealth Savings: Patrick J. Ward, (610) 251-1510
For Release Immediately Upon Receipt
Commonwealth Savings Bank Agrees To Purchase Branches Being Divested
In Connection with CoreStates-Meridian Merger
Philadelphia, April 9, 1996--Commonwealth Savings Bank, Meridian Bancorp and
CoreStates Financial Corp today announced an agreement for Commonwealth to
acquire 11 Meridian branch offices in Berks and Lebanon counties in southeastern
Pennsylvania. The sale is necessary to complete CoreStates' pending acquisition
of Meridian, based on an agreement signed last month by CoreStates, the U.S.
Department of Justice and the Office of the Attorney General for the
Commonwealth of Pennsylvania.
The sale agreement calls for the branches to be transferred to Commonwealth
by late second quarter, 1996. Besides the 10 Berks county and one Lebanon county
branches, the sale includes associated deposits totaling $424 million and $128
million of commercial, consumer and residential mortgage loans.
The aggregate pricing of the sale is based on a percentage of deposits
transferred at closing and on a valuation of the loans. The ultimate sale price
will be a function of the level of deposits and loans transferred at the time of
closing.
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Charles H. Meacham, Commonwealth Savings chairman and chief executive
officer, said Commonwealth intends to operate all 11 Meridian locations and also
intends to offer positions to all employees of each Meridian branch.
"We are very pleased to have these employees join our organization," Meacham
said. "I have always believed that Meridian Bank was one of our strongest
competitors, which is testimony to the strength of its people."
Furthermore, Meacham stated that Commonwealth intends to hire additional
lenders and staff to support its expansion into the Berks-Lebanon market.
Commonwealth also expects the acquisition to be accretive to its earnings
in 1996.
Terrence A. Larsen, chairman and chief executive officer of CoreStates, said,
"We have selected the buyer for these branch offices who will be best for the
community and for the customers involved. We look forward to working with
Commonwealth to effect a smooth transition for customers and employees."
The merger of Meridian into CoreStates will result in a $45 billion-plus
banking services company with leading geographic market positions in its region
and specialized strengths in serving key regional, national and global financial
services market segments.
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Exhibit 99b
CoreStates Financial Corp
Broad and Chestnut Streets
P.O. Box 7558
Philadelphia, PA 19101-7558
Contact Gary Brooten or George Biechler
(215) 973-3546
For Release Immediately Upon Receipt
CoreStates Completes Meridian Acquisition;
Executive Transition Plans Announced
Philadelphia, April 9, 1996--CoreStates Financial Corp (NYSE -- CFL)
announced that it completed its merger with Meridian Bancorp (NASDAQ -- MRDN)
today.
The merger creates a banking services organization with $45 billion in
assets and leading market positions in a geographic area comprised of central
and eastern Pennsylvania, New Jersey and Delaware, as well as strong positions
in key national and global market segments.
The companies' subsidiary banking units will be merged and consolidated in
stages over the next six months, and customers will receive advance notice of
changes affecting them.
Meridian shareholders will receive 1.225 shares of CoreStates stock for each
of Meridian's 68 million shares outstanding.
CoreStates said that Meridian's two top executives will have extended
transitional roles at the merged company in lieu of permanent senior positions.
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Samuel A. McCullough, who was chairman, president and chief executive
officer of Meridian Bancorp, will assume the presidency of CoreStates through
June 30, and then will move into a one year contract as an exclusive and full
time consultant with broad responsibilities in customer calling, representing
CoreStates before public bodies and industry associations, and advising the
company's senior management. He will be a CoreStates Financial Corp director.
David E. Sparks, who was chief financial officer of Meridian, will assume
that role with CoreStates for a transitional period.
McCullough, as noted in the proxy statement for the February 6 shareholder
vote on the merger, had not signed an agreement with CoreStates to replace his
Meridian contract. In the intervening months, Terrence A. Larsen, chairman of
CoreStates, said, he and McCullough have been working to define the most
productive role for McCullough in the new organization.
"I am tremendously pleased that Sam will devote full time to helping us meet
the interests of all our stakeholders through the middle of 1997," Larsen said.
McCullough said, "I look forward to continuing to serve our customers in the
new company."
Larsen said Sparks also had expressed a desire to pursue other long-term
plans, and "we are delighted that he agreed to remain for a period that will
provide for an orderly transition."
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