<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
EXHIBIT INDEX IS ON PAGE 3
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 27, 1998
CoreStates Financial Corp
- ----------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Pennsylvania 0-6879 23-1899716
- -----------------------------------------------------------------
(STATE OR OTHER (COMMISSION (IRS EMPLOYEE
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
Centre Square West, 1500 Market Street
Philadelphia, Pennsylvania 19101
- -------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE, INCLUDING AREA CODE: (215) 973-7488
--------------
__________________________________________________________________
(FORMER NAME AND FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
1 of 15
<PAGE>
ITEM 5. OTHER EVENTS.
-------------
The information set forth in the news release of CoreStates Bank,
N.A.("CoreStates Bank"), a wholly-owned banking subsidiary of CoreStates
Financial Corp, dated April 27, 1998 announcing its agreement with Sovereign
Bancorp ("Sovereign") for Sovereign to acquire 95 CoreStates Bank branches in
connection with First Union Corporation's pending acquisition of CoreStates
Financial Corp.
ITEM 7. EXHIBITS.
---------
99 CoreStates Bank's News Release dated April 27, 1998 regarding its
agreement with Sovereign for Sovereign to acquire 95 CoreStates Bank
branches.
SIGNATURE
---------
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)
Dated: April 27, 1998 By /s/ Lydia Hernandez-Velez
-------------------------------
Lydia Hernandez-Velez
Executive Vice President
2 of 15
<PAGE>
Exhibit Index
-------------
Exhibit No. Page
- ----------- ----
99 CoreStates Bank's News Release dated April 27, 1998 4
regarding its agreement with Sovereign for Sovereign to
acquire 95 CoreStates Bank branches.
3 of 15
<PAGE>
CoreStates Bank, N.A.
PO Box 7558
Philadelphia, PA 19101-7558
[Logo of
CoreStates
Bank
appears
here]
Contact CoreStates: George Biechler, 215-973-3546
Sovereign: Jay S. Sidhu, 610-320-8416, President and CEO
Dennis F. Marlo, 610-320-8417, CFO-Elect
For Release Immediately Upon Receipt
Sovereign to Purchase 95 CoreStates Branches
In Connection with First Union-CoreStates Merger
Philadelphia, Pa., April 27, 1998--Sovereign Bancorp, CoreStates Bank, N.A.
and First Union Corporation announced today agreements for Sovereign to acquire
95 CoreStates branch offices, approximately $2.3 billion in associated deposits
and approximately $800 million in selected loans in a major transaction
stretching across 20 counties of Pennsylvania and nine counties of New Jersey.
Part of the sale, involving 32 branches in five Pennsylvania counties, is
necessary to complete First Union's pending acquisition of CoreStates, based on
agreements earlier this month involving CoreStates, First Union, the U.S.
Department of Justice and the Pennsylvania Attorney General's office. That
required divestiture includes associated deposits totaling approximately $1.2
billion and approximately $380 million in commercial, small business and
consumer loans.
At the same time Sovereign will acquire another 63 CoreStates branches in
17 counties of Pennsylvania and nine counties of New Jersey, approximately $1.1
billion in associated deposits and approximately $420 million in selected loans
in a separate agreement with CoreStates and First Union that is not required by
federal and state regulators. The decision to sell these 63 branches came
after an exhaustive examination of the CoreStates branch system by CoreStates
and First Union as they fine tune their combined branch network. The decision
is a strategic move to make available comprehensive banking services to First
Union customers in Pennsylvania and New Jersey while achieving optimal
efficiency for First Union.
In addition, the 63-branch sales agreement includes certain CoreStates
business units in Northern Pennsylvania.
"We are very excited about this acquisition and it clearly positions
Sovereign as the largest bank headquartered in Pennsylvania outside of
Pittsburgh and gives us the market presence in Philadelphia that we have been
looking for," said Jay S.
4 of 15
<PAGE>
Sidhu, Sovereign's Chief Executive Officer and President. "We view these markets
as growth areas that fit very well with our Super Community Bank expansion
strategy. This acquisition is also in perfect alignment with our Critical
Success Factors of superior asset quality, low interest rate risk, low overhead,
and our commitment to sales, service, and growth of our team members and also
accelerates our efforts to transform Sovereign into a commercial bank. Not only
will we acquire a very good franchise but also a fine commercial loan and SBA
portfolio, and a trust banking operation of the former Commonwealth Bank
organization in northern Pennsylvania," Sidhu continued. "We also intend to
establish a significant commercial lending presence in the Philadelphia market,
including an asset-based lending unit as soon as practicable," he continued.
Sovereign also expects the acquisition to be accretive to its earnings in
1998.
Sidhu said Sovereign intends to offer positions to active employees of each
CoreStates branch.
"An important consideration of the agreements with Sovereign was its
commitment to the affected employees, customers and communities," said Charley
Connolly, vice chairman of CoreStates Bank. "Sovereign's ability to quickly and
efficiently integrate the customers and employees also was weighed heavily in
the agreements," said Connolly, who will become president of First Union's
Pennsylvania and Delaware operations following the consummation of the merger.
"We are committed to working with Sovereign to ensure a smooth transition for
customers," said Connolly.
The aggregate pricing of the two sales will be based on the level of
deposits, loans, fixed assets and real estate to be transferred at the time of
closing. Conversion of customers' accounts is expected to occur in the third
quarter of 1998.
First Union and CoreStates entered into an agreement to merge on November
18, 1997. The merger was approved by shareholders of both companies on February
27, 1998, and was approved by the Federal Reserve Board, subject to the
agreement announced today for the required sale of the divested 32 branches.
Pending satisfaction of other conditions of closing, the merger is expected to
be consummated by April 30, 1998.
First Union (NYSE-FTU) is a leading provider of financial services to more
than 12 million customers throughout the East Coast and the nation. At March
31,
5 of 15
<PAGE>
1998, First Union had assets of $172 billion and total stockholders' equity of
$12 billion. On a pro forma basis with CoreStates, the combined company's assets
would be $220 billion, and total stockholders' equity would be $16 billion.
First Union operates full-service banking offices in Connecticut, Delaware,
Florida, Georgia, Maryland, New Jersey, New York, North Carolina, Pennsylvania,
South Carolina, Tennessee, Virginia and Washington, D.C.
NOTE: A LIST OF THE BRANCHES INCLUDED IN THE 63-BRANCH SALE TO SOVEREIGN
BANCORP, BY COUNTY, FOLLOWS. THE LIST OF BRANCHES INCLUDED IN THE 32-BRANCH
REQUIRED DIVESTITURE WAS DISSEMINATED BY CORESTATES AND FIRST UNION ON APRIL 10,
1998, AND IS BEING REPEATED FOLLOWING THE 63-BRANCH LIST.
6 OF 15
<PAGE>
OPTIONAL BRANCH SALES, PENNSYLVANIA
ADAMS COUNTY, PA
Gettysburg
29 North Washington Street
Gettysburg, PA 17325
BERKS COUNTY, PA
Douglassville Oley Valley
1191 Ben Franklin Highway West 20 Kings Plaza
Douglassville, PA 19518 Oley, PA 19547
BRADFORD COUNTY, PA
Sayre-Desmond Street State Line
102 Desmond Street Route 328
Sayre, PA 18840 Millerton, PA 16936
Sayre-Keystone Towanda
430 North Keystone Avenue 111-113 Main Street
Sayre, PA 18840 Towanda, PA 18848
Troy Leraysville
Main and Exchange Streets Main Street
Troy, PA 16947 Leraysville, PA 18829
CENTRE COUNTY, PA
Howard State College South
Main and Walnut Streets 2200 South Atherton Street
Howard, PA 16841 State College, PA 16801
State College North
1300 North Atherton Street
State College, PA 16803
7 OF 15
<PAGE>
CHESTER COUNTY, PA
Parkesburg West Grove
214-226 First Avenue #10 Exchange Place
Parkesburg, PA 19365 West Grove, PA 19390
CLINTON COUNTY, PA
Renovo Lock Haven-Bellefonte
364 Erie Avenue 448 Bellefonte Avenue
Renovo, PA 17764 Lock Haven, PA 17745
Lock Haven Main Beech Creek
25 East Main Street Main Street
Lock Haven, PA 17745 Beech Creek, PA 16822
DELAWARE COUNTY, PA
Marcus Hook
10th & Market Streets
Marcus Hook, PA 19061
LANCASTER COUNTY, PA
Christiana
Slokum & Bridge Streets
Christiana, PA 17509
LUZERNE COUNTY, PA
Hazleton Wal-Mart
87 Airport Road
Hazleton, PA 18201
8 OF 15
<PAGE>
LYCOMING COUNTY, PA
Muncy Lycoming Mall
20 South Main Street Lycoming Mall
Muncy, PA 17756 Muncy, PA 17756
Jersey Shore Montoursville-Broad Street
222 Allegheny Street 355 Broad Street
Jersey Shore, PA 17740 Montoursville, PA 17754
Loyalsock South Williamsport
301 Shiffler Avenue 251 South Market Street
Williamsport, PA 17701 Williamsport, PA 17701
Williamsport Montoursville-Beltway
33 West Third Street Pennsylvania Route 87 and I-18
Williamsport, PA 17701 Montoursville, PA 17754
Hughesville
32-34 North Main Street
Hughesville, PA 17737
MONTGOMERY COUNTY, PA
Harleysville
345 Main Street
Harleysville, PA 19438
MONTOUR COUNTY, PA
Danville-Mill Street
101 Mill Street
Danville, PA 17821
9 OF 15
<PAGE>
NORTHUMBERLAND COUNTY, PA
Milton-Mahoning Street Elysburg
537 Mahoning Street 12 West Valley Avenue
Milton, PA 17847 Elysburg, PA 17824
Watsontown
109 Main Street
Watsontown, PA 17777
POTTER COUNTY, PA
Galeton Coudersport
30 West Street 302 North East Street
Galeton, PA 16922 Coudersport, PA 16915
Shinglehouse Austin
51 Academy Street Turner Street
Shinglehouse, PA 16748 Austin, PA 16720
SUSQUEHANNA COUNTY, PA
Montrose Lenox
10 Public Avenue Routes 92 and 106
Montrose, PA 18801 Kingsley, PA 18826
Susquehanna Great Bend
133 Main Street Mountain View Plaza
Susquehanna, PA 18847 Great Bend, PA 18821
Choconut New Milford
Route 267 and Quaker Lake Road 220 Main Street
Friendsville, PA 18818 New Milford, PA 18834
10 OF 15
<PAGE>
TIOGA COUNTY, PA
Wellsboro Lawrenceville
61 Main Street 53 Main Street
Wellsboro, PA 16901 Lawrenceville, PA 16929
Westfield Mansfield
100 East Main Street 50 South Main Street
Westfield, PA 16950 Mansfield, PA 16933
UNION COUNTY, PA
Lewisburg-Weis Lewisburg Market Street
Route 15 and Loan Road 239 Market Street
Lewisburg, PA 17837 Lewisburg, PA 17837
11 OF 15
<PAGE>
OPTIONAL BRANCH SALES, NEW JERSEY
ATLANTIC COUNTY, NJ
Absecon
610 Mill Road
Absecon, NJ 08201
BURLINGTON COUNTY, NJ
Palmyra Tabernacle
Broad Street & Garfield Avenue Route 206 at Medford Lakes
Road Tabernacle, NJ 08088
Palmyra, NJ 08065
CAMDEN COUNTY, NJ
Clementon Woodlynne
100 Berlin Road Mt. Ephraim Avenue at Fairview Street
Clementon, NJ 08021 Woodlynne, NJ 08104
CAPE MAY COUNTY, NJ
Seaville
Routes 9 & 50
Seaville, NJ 08230
GLOUCESTER COUNTY, NJ
Clayton
Delsea Drive & High Street
Clayton, NJ 08312
MERCER COUNTY, NJ
Wilbur
1201 East State Street at Olden Avenue
Trenton, NJ 08609
12 OF 15
<PAGE>
MIDDLESEX COUNTY, NJ
Parlin
777 Washington Road
Parlin, NJ 08859
MONMOUTH COUNTY, NJ
Asbury Park
308 Main Street
Asbury Park, NJ 07712
SALEM COUNTY, NJ
Pennsville Rosenhayn
185 North Broadway 871 Landis Avenue
Pennsville, NJ 08070 Pittsgrove, NJ 08318
13 of 15
<PAGE>
REQUIRED BRANCH DIVESTITURE, PENNSYLVANIA
DELAWARE COUNTY
Yeadon Marple Springfield
115 Chester Avenue 130 South State Road
Yeadon, PA 19050 Springfield, PA 19064
Glenolden Llanerch
6 North MacDade Boulevard 401 West Chester Pike
Glenolden, PA 19036 Havertown, PA 19083
Media Clifton Heights
125 Providence Road 5300 Baltimore Pike
Media, PA 19063 Clifton Heights, PA 19018
LEHIGH COUNTY
Emmaus Eighth Avenue
Route 29 & Chestnut Street Eighth & Eaton Avenues
Emmaus, PA 18046 Bethlehem, PA 18018
Coopersburg Lehigh Street
Route 309 & Charles Street 1415 Lehigh Street
Coopersburg, PA 18036 Allentown, PA 18103
Fullerton
1240 Third Street
Whitehall, PA 18052
MONTGOMERY COUNTY
Cedarbrook Cheltenham Village
100 Easton Road 500 Central Avenue
Wyncote, PA 19095 Cheltenham, PA 19012
City Line
1 Belmont Avenue
Bala Cynwyd, PA 19004
14 OF 15
<PAGE>
NORTHAMPTON COUNTY
Moravian Palmer Park Avenue
65 East Elizabeth Avenue 2415 Park Avenue
Bethlehem, PA 18018 Easton, PA 18042
Northampton East Allen
901 Main Street 5851 Nor-Bath Boulevard
Northampton, PA 18067 Bath, PA 18014
PHILADELPHIA COUNTY
University Stadium
3131 Market Street 2701 South 10th Street
Philadelphia, PA 19104 Philadelphia, PA 19148
Erie Port Richmond
Erie & Castor Avenues 2401 East Venango Street
Philadelphia, PA 19124 Philadelphia, PA 19134
Tacony Mount Airy
6836 Torresdale Avenue 6740 Germantown Avenue
Philadelphia, PA 19135 Philadelphia, PA 19119
Boulevard Broad & Olney
9200 Roosevelt Boulevard 5601 North Broad Street
Philadelphia, PA 19115 Philadelphia, PA 19141
Woodland Stenton
6500-06 Woodland Avenue 8325 Stenton Avenue
Philadelphia, PA 19142 Philadelphia, PA 19150
Bell Atlantic Tower One Reading Center
1717 Arch Street, 1st Floor 1101 Market Street
Philadelphia, PA 19103 Philadelphia, PA 19107
One & Olney Square 2000 Market Street
101 East Olney Avenue 20th & Market Streets
Philadelphia, PA 19120 Philadelphia, PA 19103
15 of 15
