As filed with the Securities and Exchange Commission on July 29,
1994
Registration No. 33-52703
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
MERIDIAN BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 6711 23-2237529
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Identification
organization) Classification No.)
Code Number)
35 North Sixth Street
Reading, Pennsylvania 19601
(215) 655-2000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
David E. Sparks
Vice Chairman and Chief Financial Officer
Meridian Bancorp, Inc.
35 North Sixth Street
Reading, Pennsylvania 19601
(215) 655-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
________________________________________
Copies to:
Joseph M. Harenza, Esquire Charles J. Ferry, Esquire
David W. Swartz, Esquire Rhoads & Sinon
Stevens & Lee Dauphin Bank Building, 12th Floor
607 Washington Street One South Market Square
P.O. Box 679 P.O. Box 1146
Reading, Pennsylvania 19603 Harrisburg, Pennsylvania 17108-1146
________________________________________
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this Form are being offered
in connection with the formation of a holding company and there
is compliance with General Instruction G, check the following
box: [ ]
<PAGE>
This Post-Effective Amendment No. 1 to the Registration
Statement No. 33-52703 is filed solely for the following
purposes:
1. The Registrant hereby amends Registration Statement No.
33-52703 to include therein Exhibit 8, the definitive tax opinion
relating to the transaction.
2. The Registrant hereby deregisters all securities
registered pursuant to Registration Statement No. 33-52703 which
remain unsold at the termination of the offering as follows:
Amount Remaining
Unsold at
Termination of
the Offering and
Deregistered
Title of Securities Amount Registered Hereby
Common Stock, par value 166,500 shares 11,788 shares
$5.00 per share (with Rights) (with Rights)
(and associated Stock
Purchase Rights)
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Pennsylvania law provides that a Pennsylvania corporation
may indemnify directors, officers, employees and agents of the
corporation against liabilities they may incur in such capacities
for any action taken or any failure to act, whether or not the
corporation would have the power to indemnify the person under
any provision of law, unless such action or failure to act is
determined by a court to have constituted recklessness or willful
misconduct. Pennsylvania law also permits the adoption of a
bylaw amendment, approved by shareholders, providing for the
elimination of a director's liability for monetary damages for
any action taken or any failure to take any action unless (1) the
director has breached or failed to perform the duties of his
office and (2) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness.
The bylaws of Meridian provide for (1) indemnification of
directors, officers, employees and agents of the registrant and
its subsidiaries and (2) the elimination of a director's
liability for monetary damages, to the fullest extent permitted
by Pennsylvania law.
Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by Meridian.
Item 21. Exhibits and Financial Statement Schedules.
(a) Exhibits.
2.1 Joint Plan of Merger, dated as of April 26, 1993
(included as Annex A to the Proxy
Statement/Prospectus).
2.2 Supplemental Agreement to Joint Plan of Merger,
dated as of April 26, 1993 (included as Annex A to
the Proxy Statement/Prospectus.
2.3 Second Supplemental Agreement to Joint Plan of
Merger, dated as of February 17, 1994 (included as
Annex A to the Proxy Statement/Prospectus.
4.1 Subordinated Trust Indenture dated as of March 9,
1992, between Meridian Bancorp, Inc. and The First
National Bank of Chicago, as Trustee (incorporated
herein by reference to Exhibit 4.1 to Registration
Statement No. 33-45562 on Form S-3 of Meridian
Bancorp, Inc.).
4.2 Senior Trust Indenture dated as of March 9, 1992,
between Meridian Bancorp, Inc. and The First
National Bank of Chicago, as Trustee (incorporated
herein by reference to Exhibit 4.2 to Registration
Statement No. 33-45562 on Form S-3 of Meridian
Bancorp, Inc.).
4.3 Indenture dated December 1, 1984, relating to
$75,000,000 of floating rate subordinated capital
notes of Meridian Bancorp, Inc. due December 1,
1996 (incorporated herein by reference to
Exhibit 4.2 to Registration Statement No. 2-94325
on Form S-3 of Meridian Bancorp, Inc.).
4.4 Form of Meridian Bancorp, Inc. floating rate
subordinated capital notes due December 1, 1996
(incorporated herein by reference to Exhibit 4.3
to Registration Statement No. 2-94325 on Form S-3
of Meridian Bancorp, Inc.).
4.5 Rights Agreement dated July 25, 1989, between
Meridian Bancorp, Inc. and Meridian Bank, as
Rights Agent (incorporated herein by reference to
the Registration Statement on Form 8-A of Meridian
Bancorp, Inc. filed August 14, 1989).
4.6 Meridian Bancorp, Inc. has outstanding long-term
debt which does not exceed 10% of the total assets
of Meridian Bancorp, Inc. and its consolidated
subsidiaries; therefore, copies of the constituent
instruments defining the rights of the holders of
such debt are not included as exhibits to this
Registration Statement. Meridian Bancorp, Inc.
agrees to furnish copies of such instruments to
the Commission upon request.
5. Opinion of Stevens & Lee re: Validity.*
8. Opinion of Stevens & Lee re: Tax Matters.
23.1 Consent of Davidson, Fox & Co.*
23.2 Consent of KPMG Peat Marwick.*
23.3 Consent of Stevens & Lee (contained in
Exhibit 5).*
23.4 Consent of Stevens & Lee (contained in Exhibit 8).
23.5 Consent of McConnell, Budd & Downes, Inc.*
24. Power of Attorney.*
99.1 Opinion of McConnell, Budd & Downes, Inc. dated
January 25, 1994 (included as Annex B to the Proxy
Statement/Prospectus).
___________________
*Previously Filed.
(b) Financial Statement Schedules.
None required.
Item 22. Undertakings.
(a) (1) The undersigned registrant hereby undertakes as
follows: that prior to any public reoffering of the
securities registered hereunder through use of a prospectus
which is a part of this registration statement, by any
person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such
reoffering prospectus will contain the information called
for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other Items of
the applicable form.
(2) The registrant undertakes that every prospectus
(i) that is filed pursuant to paragraph (1) immediately
preceding, or (ii) that purports to meet the requirements of
section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed
as a part of an amendment to the registration statement and
will not be used until such amendment is effective, and
that, for purposes 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.
(b) 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 bylaws of the registrant, 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.
(c) The undersigned registrant hereby undertakes to respond
to requests for information that is incorporated by reference
into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this
Form, within one business day of receipt of such request, and to
send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the
registration statement through the date of responding to the
request.
(d) The undersigned registrant hereby undertakes to supply
by means of a post-effective amendment all information concerning
a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration
statement when it became effective.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant has duly caused this Amendment to
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Reading,
Commonwealth of Pennsylvania, on July 25, 1994.
MERIDIAN BANCORP, INC.
(Registrant)
By: /s/ Samuel A. McCullough
Samuel A. McCullough
Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Amendment to Registration Statement has been signed by
the following persons in the capacities and on the dates
indicated.
Signature Title Date
/s/ Samuel A. McCullough Chairman, July 25, 1994
Samuel A. McCullough Chief
Executive
Officer and
Director
(Principal
Executive
Officer)
/s/ David E. Sparks Vice Chairman July 25, 1994
David E. Sparks Chief
Financial
Officer and
Director
(Principal
Financial
Officer)
/s/ Michael J. Mizak, Jr. Senior Vice July 25, 1994
Michael J. Mizak, Jr. President and
Controller
(Principal
Accounting
Officer
Director July 25, 1994
Delight E. Breidegam, Jr.
/s/ Thomas F. Burke, Jr.* Director July 25, 1994
Thomas F. Burke, Jr.
/s/ Robert W. Cardy* Director July 25, 1994
Robert W. Cardy
Director July 25, 1994
Harry Corless
/s/ William D. Davis* Director July 25, 1994
William D. Davis
Director July 25, 1994
Julius Erving
/s/ Fred D. Hafer* Director July 25, 1994
Fred D. Hafer
/s/ Joseph H. Jones* Director July 25, 1994
Joseph H. Jones
/s/ Lawrence C. Karlson* Director July 25, 1994
Lawrence C. Karlson
/s/ Ezekiel S. Ketchum* Director July 25, 1994
Ezekiel S. Ketchum
/s/ Sidney D. Kline, Jr.* Director July 25, 1994
Sidney D. Kline, Jr.
/s/ George W. Leighow* Director July 25, 1994
George W. Leighow
Director July 25, 1994
Joseph F. Paquette, Jr.
/s/ Daniel H. Polett* Director July 25, 1994
Daniel H. Polett
Director July 25, 1994
Lawrence R. Pugh
/s/ Paul R. Roedel* Director July 25, 1994
Paul R. Roedel
/s/ Wilmer R. Schultz* Director July 25, 1994
Wilmer R. Schultz
/s/ Robert B. Seidel* Director July 25, 1994
Robert B. Seidel
Director July 25, 1994
Judith M. von Seldeneck
Director July 25, 1994
George Strawbridge, Jr.
Director July 25, 1994
Anita A. Summers
/s/ Earle Wootton* Director July 25, 1994
Earle Wootton
*By/s/ Samuel A. McCullough
Samuel A. McCullough,
as Attorney-in-Fact<PAGE>
EXHIBIT INDEX
Number Description
2.1 Joint Plan of Merger, dated as of
April 26, 1993 (included as Annex A
to the Proxy Statement/Prospectus.
2.2 Supplemental Agreement to Joint Plan of
Merger, dated as of April 26, 1993
(included as Annex A to the Proxy
Statement/Prospectus.
2.3 Second Supplemental Agreement to Joint
Plan of Merger, dated as of February 17,
1994 (included as Annex A to the Proxy
Statement/Prospectus.
4.1 Subordinated Trust Indenture dated as
of March 9, 1992, between Meridian
Bancorp, Inc. and The First National
Bank of Chicago, as Trustee
(incorporated herein by reference to
Exhibit 4.1 to Registration
Statement No. 33-45562 on Form S-3 of
Meridian Bancorp, Inc.).
4.2 Senior Trust Indenture dated as of
March 9, 1992, between Meridian Bancorp,
Inc. and The First National Bank of
Chicago, as Trustee (incorporated
herein by reference to Exhibit 4.2 to
Registration Statement No. 33-45562
on Form S-3 of Meridian Bancorp, Inc.).
4.3 Indenture dated December 1, 1984,
relating to $75,000,000 of floating
rate subordinated capital notes of
Meridian Bancorp, Inc. due
December 1, 1996 (incorporated herein
by reference to Exhibit 4.2 to
Registration Statement No. 2-94325
on Form S-3 of Meridian Bancorp, Inc.).
4.4 Form of Meridian Bancorp, Inc. floating
rate subordinated capital notes due
December 1, 1996 (incorporated herein by
reference to Exhibit 4.3 to Registration
Statement No. 2-94325 on Form S-3 of
Meridian Bancorp, Inc.).
4.5 Rights Agreement dated July 25, 1989,
between Meridian Bancorp, Inc. and
Meridian Bank, as Rights Agent
(incorporated herein by reference to
the Registration Statement on Form 8-A
of Meridian Bancorp, Inc. filed
August 14, 1989).
4.6 Meridian Bancorp, Inc. has outstanding
long-term debt which does not exceed 10%
of the total assets of Meridian Bancorp,
Inc. and its consolidated subsidiaries;
therefore, copies of the constituent
instruments defining the rights of the
holders of such debt are not included as
exhibits to this Registration Statement.
Meridian Bancorp, Inc. agrees to furnish
copies of such instruments to the
Commission upon request.
5. Opinion of Stevens & Lee re: Validity.*
8. Opinion of Stevens & Lee re: Tax Matters.
23.1 Consent of Davidson, Fox & Co.*
23.2 Consent of KPMG Peat Marwick.*
23.3 Consent of Stevens & Lee (contained in
Exhibit 5).*
23.4 Consent of Stevens & Lee (contained in
Exhibit 8).
23.5 Consent of McConnell, Budd & Downes, Inc.*
24. Power of Attorney.*
99.1 Opinion of McConnell, Budd & Downes, Inc.
dated January 25, 1994 (included as
Annex B to the Proxy Statement/Prospectus).
__________________
*Previously Filed.
EXHIBIT 8
April 25, 1994
Board of Directors
Meridian Bancorp, Inc.
35 North Sixth Street
Reading, PA 19601
Board of Directors
The Grange National Bank of Susquehanna County
220 Main Street
New Milford, PA 18834
Re: Merger of The Grange National Bank of Susquehanna County
With and Into Meridian Bank, a Wholly Owned Subsidiary of
Meridian Bancorp, Inc.
Ladies and Gentlemen:
You have requested our opinion in connection with the
transaction contemplated by (i) the Joint Plan of Merger, dated
as of April 26, 1993, between and among The Grange National Bank
of Susquehanna County, a national banking association ("Grange"),
Commonwealth Bank, a former Pennsylvania banking corporation, and
Commonwealth Bancshares Corporation, a former Pennsylvania
corporation ("Commonwealth"), (ii) a first Supplemental Agreement
thereto, dated as of April 26, 1993, between and among Grange,
Commonwealth Bank, Commonwealth, Meridian Bancorp, Inc., a
Pennsylvania corporation ("Meridian"), and Meridian Bank, a
Pennsylvania banking corporation, and (iii) a Second Supplemental
Agreement thereto, dated as of February 17, 1994, between and
among Grange, Meridian, and Meridian Bank (all of such documents
being collectively referred to herein as the "Merger Agreement"),
pursuant to which Grange will be merged with and into Meridian
Bank, which will be the surviving bank (the "Merger"). On August
31, 1993, Commonwealth merged with and into Meridian, and
Commonwealth Bank merged with and into Meridian Bank.
At the Effective Date of the Merger, each share of Grange
common stock issued and outstanding immediately prior to such
date will, by virtue of the Merger and without any action on the
part of the holder thereof, be converted into the right to
receive 5.66 shares of Meridian common stock, subject to possible
adjustment as provided in the Merger Agreement. No fractional
shares of Meridian common stock will be issued. In lieu thereof,
shareholders of Grange will receive cash in an amount determined
pursuant to Section 1.4(e) of the Joint Plan of Merger.
Shareholders of Grange who perfect their right to dissent to the
Merger will be entitled to receive cash in exchange for their
Grange common stock, as provided by applicable law. All shares
of Grange common stock (i) held as treasury shares by Grange or
(ii) held by Meridian on the Effective Date of the Merger will be
cancelled, and no shares of Meridian common stock or other
property will be delivered in exchange therefor. Attached to and
trading with each share of Meridian common stock are certain
"poison pill" rights (the "Rights") issued pursuant to the
Meridian Rights Agreement, dated as of July 25, 1989 between
Meridian and Meridian Trust Company. This opinion is being
furnished pursuant to Sections 2.6 and 3.7 of the Joint Plan of
Merger. All capitalized terms herein, unless otherwise
specified, have the meanings assigned thereto in the Merger
Agreement.
In connection with our opinion, we have examined and are
familiar with originals or copies, certified or otherwise
identified to our satisfaction, of the Merger Agreement, the
exhibits thereto, and such other documents as we have deemed
necessary or appropriate for the opinions set forth below. In
our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies, and the
authenticity of such latter documents. As to any facts material
to this opinion which we did not independently establish or
verify, we have relied upon the foregoing documents and upon
statements and representations of officers and other
representatives of Grange and Meridian, including certain written
representations of the managements of Grange and Meridian annexed
hereto. The opinions expressed herein are conditioned on the
initial and continuing accuracy of the information and enumerated
facts and representations contained in the aforesaid documents or
otherwise referred to above.
In preparing our opinion, we have considered applicable
provisions of the Code, Treasury regulations, pertinent judicial
authorities, interpretive rulings of the Internal Revenue
Service, and such other authorities as we have deemed relevant.
Based solely upon the foregoing and upon the assumptions set
forth herein, and subject to the qualifications and caveats set
forth herein, we are of the opinion that, under present law, for
federal income tax purposes:
1. Provided the Merger of Grange with and into
Meridian Bank qualifies as a statutory merger under the
applicable laws of the United States of America and the
Commonwealth of Pennsylvania, such Merger will constitute a
reorganization within the meaning of Sections 368(a)(1)(A) and
368(a)(2)(D) of the Code.
2. Meridian, Meridian Bank and Grange will each be "a
party to a reorganization" within the meaning of Section 368(b)
of the Code.
3. Except for any loan loss reserve that may be
required to be recaptured with respect to Grange, no gain or loss
will be recognized by Grange upon the transfer of its assets to
Meridian Bank in exchange for Meridian common stock (including
fractional share interests) and the assumption by Meridian Bank
of the liabilities of Grange, or the distribution of Meridian
common stock received in the exchange to its shareholders.
4. Except for any loan loss reserve that may be
required to be recaptured with respect to Grange, no gain or loss
will be recognized by either Meridian or Meridian Bank upon the
receipt by Meridian Bank of the assets of Grange in exchange for
Meridian common stock (including fractional share interests) and
the assumption of Grange's liabilities by Meridian Bank.
5. The basis of the Grange assets in the hands of
Meridian Bank will be the same as the basis of such assets in the
hands of Grange immediately prior to the Merger.
6. The holding period of the assets of Grange to be
received by Meridian Bank will include the period during which
the assets were held by Grange.
7. No gain or loss will be recognized by the
shareholders of Grange on the receipt of Meridian common stock
(including fractional share interests) solely in exchange for
their shares of Grange common stock.
8. The basis of the Meridian common stock (including
fractional share interests) to be received by the Grange
shareholders in the Merger will be the same as the basis of the
Grange common stock surrendered in exchange therefor.
9. The holding period of the Meridian common stock
(including fractional share interests) to be received by the
Grange shareholders in the Merger will include the period during
which the Grange shareholders held their Grange common stock,
provided the shares of Grange common stock are held as a capital
asset on the Effective Date.
10. The payment of cash in lieu of fractional share
interests of Meridian common stock will be treated as if the
fractional share interests were distributed as part of the Merger
and then redeemed by Meridian. Such cash payments will be
treated as having been received as distributions in full payment
in exchange for the fractional share interests redeemed, as
provided in Section 302(a) of the Code.
11. The Rights transferred with the shares of Meridian
common stock will not constitute "other property" within the
meaning of Section 356(a)(1)(B) of the Code.
12. As provided in Section 381(c)(2) of the Code and
related Treasury regulations, Meridian Bank will succeed to and
take into account the earnings and profits, or deficit in
earnings and profits, of Grange as of the date of the Merger.
Any deficit in the earnings and profits of Meridian Bank or
Grange will be used only to offset the earnings and profits
accumulated after the Effective Date.
13. Pursuant to Section 381(a) of the Code and related
Treasury regulations, Meridian Bank will succeed to and take into
account the items of Grange described in Section 381(c) of the
Code. Such items will be taken into account by Meridian Bank
subject to the conditions and limitations of Sections 381, 382,
383, and 384 of the Code and the Treasury regulations thereunder.
Except as set forth above, we express no other opinion as to
the tax consequences of the Merger and related transactions to
any party under federal, state, local or foreign laws. We are
furnishing this opinion to you solely in connection with the
Merger and this opinion is not to be used, circulated, quoted or
otherwise referred to for any other purpose.
Very truly yours,
/s/ STEVENS & LEE
