CORESTATES FINANCIAL CORP
8-K, 1998-04-23
NATIONAL COMMERCIAL BANKS
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<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 22, 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)
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<PAGE>
 
ITEM 5.   OTHER EVENTS.
          -------------

 
     The information set forth in the earnings news release of CoreStates
Financial Corp as Exhibit 99 is incorporated by reference and made a part
hereof.


ITEM 7.   EXHIBITS.
          ---------

99   CoreStates Financial Corp Earnings News Release dated April 22, 1998.


                                   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 23, 1998         By /s/ Lydia Hernandez-Velez
                                 -------------------------------
                                 Lydia Hernandez-Velez
                                 Executive Vice President



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<PAGE>
 
                                 Exhibit Index
                                 -------------


Exhibit No.                                                    Page
- -----------                                                    ----


99             CoreStates Financial Corp Earnings News
               Release dated April 22, 1998                       4



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<PAGE>
 
CoreStates Financial Corp
Broad and Chestnut Streets
PO Box 7558
Philadelphia, PA 19101-7558

                                                                      Exhibit 99

Contact      Gary Brooten or George Biechler                        [CORESTATES
                 (215) 973-3546                                         LOGO
                                                                      APPPEARS
For Release  Immediately Upon Receipt                                   HERE]


                   CORESTATES REPORTS FIRST QUARTER EARNINGS

     Philadelphia, April 22, 1998--CoreStates Financial Corp today announced
first quarter 1998 net income of $202,910,000 compared to $198,113,000 for the
first quarter of 1997. Earnings per share were a record $1.02 (basic) and $1.01
diluted for the impact of outstanding stock options. This was up approximately
9% from first quarter 1997 earnings per share of 94 cents basic and 93 cents
diluted.

     Return on average total assets was 1.76% and return on average
shareholders' equity was 24.69%.

     Key components of the first quarter operating earnings were net interest
income of $500,704,000, based on a net financial margin of 4.92%; total non-
interest income of $227,863,000, including a total of $183,758,000 from the five
major categories of revenues from fee-based services; and total non-financial
expenses of $373,257,000.

     Total non-performing assets at March 31 were $274 million or 0.78% of total
loans plus real estate foreclosed of 0.57% of total assets. The first quarter
provision for loan losses was $45,000,000. Net charge-offs were $41.4 million,
leaving a total reserve for possible loan losses at March 31 of $638 million or
1.82% of total loans.

     Consolidated total assets at March 31 were $48.1 billion, including $35.0
billion of consolidated net loans. Consolidated total deposits were $34.8
billion. The comparable numbers for March 31, 1997, were $45.1 billion, $33.1
billion and $33.1 billion, respectively.

     Shareholders' equity at March 31 was $3.5 billion or 7.2% of total assets.
The Tier 1 leverage ratio (Tier 1 or "core" capital as a percentage of quarterly
average assets) was 8.5% for the first quarter. Tier 1 capital at March 31 was
8.8% of risk-adjusted assets and total capital was 12.1% of risk-adjusted
assets, well above the regulatory minimums of 4% and 8% respectively. Average
shares outstanding for the quarter were 199.2 million basic and 201.1 million
diluted. Dual reporting of basic and diluted shares and earnings per share is
required by an accounting rule, FAS 128, that took effect on December 31, 1997.

     CoreStates in November 1997 entered into an agreement to be merged into
First Union Corporation. The merger was approved by shareholders of both
companies on February 27, 1998, and last week was approved by the Federal
Reserve Board, subject to an agreement of sale for branches being divested under
a First Union agreement with the Department of Justice. Pending satisfaction of
other conditions of closing, the merger is expected to be consummated by April
30, 1998.
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<PAGE>
 
                           CORESTATES FINANCIAL CORP
                        (in thousands, except per share)

<TABLE>
<CAPTION>
 
 
                                             Three Months Ended
                                                  March 31,
                                        ---------------------------
EARNINGS AND DIVIDENDS                       1998           1997
- --------------------------------        -------------  ------------
<S>                               <C>                  <C>         
Net interest income plus
  non-interest income...........         $   728,567   $   741,115
                                         ===========   ===========
Net income......................         $   202,910   $   198,113
                                         ===========   ===========
Net income per common share:
  Basic.........................         $      1.02   $      0.94
                                         ===========   ===========
  Diluted.......................         $      1.01   $      0.93
                                         ===========   ===========
Common shares outstanding:
  Average basic.................             199,245       211,276
                                         ===========   ===========
  Average diluted...............             201,111       213,162
                                         ===========   ===========
Dividends per common share......         $      0.50   $      0.47
                                         ===========   ===========
 
SELECTED FINANCIAL RATIOS
- --------------------------------
Return on average total assets..                1.76%         1.82%
Return on average
  shareholders' equity..........               24.69%        21.89%
Net interest margin.............                4.92%         5.47%
</TABLE>
 
 
<TABLE> 
<CAPTION> 
                                                      December 31,
FINANCIAL POSITION AT                March 31, 1998       1997       March 31,1997
- --------------------------------  ------------------   -----------   -------------
<S>                                <C>              <C>            <C> 
Assets.........................          $48,100,282   $48,460,965     $45,064,613
Loans...........................          34,999,592    34,813,886      33,091,816
Deposits........................          34,808,280    34,187,890      33,070,611
Shareholders' equity............           3,457,001     3,237,432       3,442,673
</TABLE>
                                                              

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