<PAGE>
Exhibit Index is on page 9
As filed with the Securities and Exchange Commission on November 26, 1997
Registration No. 33-50324
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CORESTATES FINANCIAL CORP
-------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1899716
------------ ----------
(State of incorporation) (IRS Employer
Identification No.)
Philadelphia National Bank Building 19107
Broad and Chestnut Streets -----
Philadelphia, PA (Zip Code)
- ------------------------------------
(Address of Principal Executive
Offices)
CORESTATES FINANCIAL CORP AMENDED AND RESTATED LONG-TERM
--------------------------------------------------------
INCENTIVE PLAN (1997)
---------------------
(Full title of the plan)
------------------------------
Lucinda J. Gannon, Esq.
CoreStates Financial Corp
1339 Chestnut Street
Philadelphia, PA 19107
(215) 786-1364
(Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
==================================================================================================================
CALCULATION OF REGISTRATION FEE
==================================================================================================================
Title of Amount to be Proposed Proposed Amount of
Securities to be Registered Maximum Maximum Registration Fee
Registered Offering Price Aggregate (1)
Per Share (1) Offering Price
(1)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 10,000,000 $ 78.0315 $780,315,000 $236,435.45
par value $1.00 shares (2)
per share
==================================================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(c). Computed based upon $78.0315 per
share, the average of the high and low prices of a share of Common
Stock of the Registrant reported in the New York Stock Exchange
consolidated reporting system on November 21, 1997.
(2) The Registrant previously registered 5,000,000 shares (subsequently
adjusted to 10,000,000 shares pursuant to the terms of the Long-Term
Incentive Plan) on July 31, 1992 and paid the registration fee in
connection with such registration. The shares registered hereunder are
in addition to such shares.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to Item E of the General Instructions for Form S-8, captioned
"Registration of Additional Securities", the Registrant hereby incorporates by
reference the contents of its Registration Statement on Form S-8 (Registration
No. 33-50324) relating to the Long-Term Incentive Plan (now known as the Amended
and Restated Long-Term Incentive Plan (1997)), except for the Items set forth
below.
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 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.
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
<PAGE>
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, willful 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:
(i) where such indemnification is expressly prohibited
by applicable law, or
(ii) where the conduct of the Indemnified representative
has been determined to constitute willful misconduct or recklessness within the
meaning of 42 Pa. C.S. Section 8365(b) (now a reference to PBCL Section 1746(b))
or any superseding provision of law, sufficient in the circumstances to bar
indemnification against Liabilities arising from the conduct.
For the 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
<PAGE>
"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 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 expense 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 8. Exhibits.
4 Instruments defining the rights of security holders:
(a) CoreStates Financial Corp Amended and
Restated Long-Term Incentive Plan (1997),
filed as Exhibit 10(b) to the Registrant's
Form 10-Q for the period ending March 31,
1997, and incorporated herein by reference.
(b) Articles of Incorporation of Registrant as
amended through April 9, 1996, filed as
Exhibit 3.1 to the Registrant's Form 10-Q
for the quarter ended September 30, 1997,
and incorporated herein by reference.
<PAGE>
5 Opinion regarding legality
23 (a) Consent of Independent Auditors
(b) Consent of Independent Public Accountants
Item 9. Undertakings.
------------
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)
(3) of the Securities Act of 1933 (the "Securities Act");
(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. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" Table in the effective registration statement; and
(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 (1)(i) and (1)(ii) of this
section 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 Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for purposes of determining liability under the
Securities Act, 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 the registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
<PAGE>
(4) 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 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or 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.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of Philadelphia, Commonwealth of Pennsylvania on
November 26, 1997.
CORESTATES FINANCIAL CORP
By: /s/ Terrence A. Larsen
---------------------------
Terrence A. Larsen
Chief Executive Officer
POWER OF ATTORNEY
-----------------
Each person whose signature appears below constitutes and appoints each
of Terrence A. Larsen and Lucinda J. Gannon, as such person's true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities, to sign any and all amendments to the Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all intents
and purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or a substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Terrence A. Larsen Director, Chairman of November 26, 1997
- ------------------------------ the Board and Chief
Terrence A. Larsen Executive Officer
/s/ Albert W. Mandia Chief Financial Officer November 26, 1997
- ------------------------------ (Principal Financial Officer)
Albert W. Mandia
/s/ Christopher J. Carey Controller November 26, 1997
- ------------------------------ (Principal Accounting Officer)
Christopher J. Carey
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Robert W. Cardy Director November 26, 1997
- --------------------------------
Robert W. Cardy
/s/ Carlton E. Hughes Director November 26, 1997
- --------------------------------
Carlton E. Hughes
/s/ Ernest E. Jones Director November 26, 1997
- --------------------------------
Ernest E. Jones
Director
- --------------------------------
Herbert Lotman
/s/ George V. Lynett Director November 26, 1997
- --------------------------------
George V. Lynett
/s/ Marlin Miller, Jr. Director November 26, 1997
- --------------------------------
Marlin Miller, Jr.
/s/ Patricia A. McFate Director November 26, 1997
- --------------------------------
Patricia A. McFate
/s/ James M. Seabrook, Sr. Director November 26, 1997
- --------------------------------
James M. Seabrook, Sr.
/s/ Raymond W. Smith Director November 26, 1997
- --------------------------------
Raymond W. Smith
/s/ George Strawbridge, Jr. Director November 26, 1997
- --------------------------------
George Strawbridge, Jr.
Director
- --------------------------------
Peter S. Strawbridge
/s/ Judith M. von Seldeneck Director November 26, 1997
- --------------------------------
Judith M. von Seldeneck
</TABLE>
<PAGE>
CORESTATES FINANCIAL CORP
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description Sequentially
Number Numbered
Page
<S> <C> <C>
4(a) CoreStates Financial Corp Amended and Restated Long-Term N/A
Incentive Plan (1997) (incorporated herein by reference to
Exhibit 10(b) of the Registrant's Form 10-Q for the period
ending March 31, 1997)
4(b) Articles of Incorporation of the Registrant as amended N/A
through April 9, 1996 (incorporated herein by reference to
Exhibit 3.1 of the Registrant's Form 10-Q for the quarter
ended September 30, 1997)
5 Opinion regarding legality 10
23(a) Consent of Independent Auditors - Ernst & Young LLP 11
23(b) Consent of Independent Public Accountants - KPMG Peat 12
Marwick LLP
</TABLE>
<PAGE>
Exhibit 5
[CoreStates Letterhead]
November 26, 1997
CoreStates Financial Corp
PNB Building
1345 Chestnut Street
Philadelphia, PA 19107
Re: Registration Statement on Form S-8 for
10,000,000 Shares of Common Stock
--------------------------------------
Ladies and Gentlemen:
As counsel for CoreStates Financial Corp, a Pennsylvania corporation
(the "Company"), I am furnishing this opinion in connection with the
above-captioned Registration Statement relating to the issuance and sale of
10,000,000 shares of Common Stock, par value $1.00 per share, of the Company
(the "Shares") pursuant to the Amended and Restated Long-Term Incentive Plan
(1997). I have participated in the preparation of the Registration Statement and
have also examined the Company's Articles of Incorporation, as amended and
restated, and By-laws and resolutions of the Board of Directors and the
stockholders of the Company.
My opinion set forth below is limited to the General Corporation Law of
the Commonwealth of Pennsylvania.
In my opinion, the Shares have been duly authorized and, when issued,
will be legally issued, fully paid and non-assessable.
I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving this opinion, I do not thereby admit that I am
acting within the category of persons whose consent is required under Section 7
of the Securities Act of 1933 or the rules or regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
Lucinda J. Gannon
Counsel
<PAGE>
Exhibit 23(a)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the CoreStates Financial Corp Amended and Restated Long-Term
Incentive Plan (1997) of our report dated January 22, 1997, with respect to the
consolidated financial statements of CoreStates Financial Corp incorporated by
reference in its Annual Report on Form 10-K for the year ended December 31,
1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
November 24, 1997
<PAGE>
Exhibit 23(b)
Consent of Independent Public Accountants
We consent to the use of our reports, described below under the caption Reports,
incorporated herein by reference in the Registration Statement.
Reports
-------
. 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
the related consolidated statements of income, changes in shareholders'
equity and cash flows for each of the years in the two-year period then
ended.
. Our report dated January 16, 1996, except for note 20, which is as of
February 23, 1996, with respect to the consolidated balance sheets of
United Counties Bancorporation and subsidiaries as of December 31,
1995, and the related consolidated statements of income, changes in
stockholders' equity and cash flows, for each of the years in the
two-year period then ended.
/s/ KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
November 24, 1997
