PROSPECTUS SUPPLEMENT
(To Prospectus dated February 24, 1993)
$75,000,000
MERIDIAN BANCORP, INC.
Floating Rate Notes due July 5, 1995
______________
Interest Payable the Fifth Day of each Month,
Commencing August 5, 1994
______________
Interest on the Notes is payable monthly on the fifth day of
each month commencing August 5, 1994. The Interest Rate in
effect for the Interest Period commencing on each Interest Reset
Date will be LIBOR (each as defined herein) plus .05%. The Notes
will mature on July 5, 1995. The Notes are not redeemable or
repayable prior to maturity and do not provide for any sinking
fund. See "Description of Notes."
The Notes will be issued in fully registered form and will
be represented by a global certificate (the "Global Security")
registered in the name of a nominee of The Depository Trust
Company ("DTC") or other successor depository appointed by the
Company (DTC or such other depository is herein referred to as
the "Depositary"). Beneficial interests in Notes will be shown
on, and transfers thereof will be effected only through, records
maintained by the Depositary (with respect to participants'
interests) and its participants. See "Description of Notes --
Book Entry System." The Notes will be issued only in
denominations of $1,000 and integral multiples thereof. See
"Description of Notes -- General." Settlement for the Notes will
be made in immediately available funds. The Notes will trade in
the Depositary's Same-Day Funds Settlement System until maturity,
and secondary market trading activity in the Notes will therefore
settle in immediately available funds. See "Description of
Notes -- Same Day Settlement and Payment."
______________
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS OR DEPOSIT
ACCOUNTS AND ARE NOT INSURED BY THE SAVINGS ASSOCIATION INSURANCE
FUND OR THE BANK INSURANCE FUND OF THE FEDERAL DEPOSIT INSURANCE
CORPORATION.
______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
______________
Net proceeds to the Company from the sale of the Notes will
be $74,977,500 (99.970% of the principal amount thereof) plus
accrued interest, if any, from July 5, 1994 to the date of
delivery, before deducting expenses payable by the Company
estimated at $100,000. The Company has agreed to indemnify the
Underwriter against certain liabilities, including liabilities
under the Securities Act of 1933.
The Notes are being offered by the Underwriter from time to
time in one or more negotiated transactions or otherwise at
prices to be determined, in each case, at the time of sale. The
Notes are offered by the Underwriter subject to prior sale,
withdrawal, cancellation or modification of the offer without
notice, to delivery to and acceptance by the Underwriter and to
certain further conditions. It is expected that delivery of the
Notes will be made at the offices of Lehman Brothers Inc., New
York, New York, on or about July 5, 1994.
______________
LEHMAN BROTHERS
June 27, 1994<PAGE>
MERIDIAN BANCORP, INC.
Meridian Bancorp, Inc. (the "Company") is a Pennsylvania
multi-bank holding company headquartered in Reading,
Pennsylvania. At March 31, 1994, the Company and its
subsidiaries had total consolidated assets, deposits, and
shareholders' equity of $14.0 billion, $11.1 billion and
$1.2 billion, respectively, and in terms of both assets and
deposits the Company was the fourth largest bank holding company
headquartered in Pennsylvania.
The principal executive offices of the Company are located
at 35 North Sixth Street, Reading, Pennsylvania 19601, telephone
(610) 655-2000.
RECENT DEVELOPMENTS
Recent Operating Results
For the three-month period ended March 31, 1994, the Company
had income, before the effect of accounting changes, of
$40.5 million compared to $30.3 million for the first quarter of
1993, an increase of 34 percent. On a fully diluted per share
basis, income before accounting changes was $0.70 for the first
quarter of 1994 compared to $0.53 for the first quarter of 1993.
Net income, which includes the effect of accounting changes in
both periods, was $37.8 million or $.065 per fully diluted share
in the first quarter of 1994 compared to $37.5 million or
$0.66 per fully diluted share in the first quarter of 1993. Net
income in 1994 was reduced by a $2.7 million after-tax charge, or
$0.05 per share, for post-employment benefits as a result of
adopting newly effective accounting standards, while the first
quarter of 1993 was positively impacted by $7.2 million, or
$0.13 per share, related to a change in the method of accounting
for income taxes.
Recent Acquisition
On June 17, 1994, Meridian Bank, New Jersey, the Company's
New Jersey banking subsidiary, assumed approximately $477 million
of deposit liabilities in exchange for $12.6 million in home
equity and consumer loans and $423 million in cash in connection
with the acquisition of 30 branches of the former Security
Savings Bank, SLA located in central and southern New Jersey from
the Resolution Trust Corporation. This acquisition will be
accounted for as a purchase.
Pro forma financial information giving effect to the
Security transaction described is not presented herein because
the assets and liabilities acquired would not constitute a
"significant subsidiary" of the Company, as such term in defined
in the Securities and Exchange Commission's accounting
regulations.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's consolidated
ratios of earnings to fixed charges for each of the periods
indicated:
<TABLE>
<CAPTION>
Three Months
Ended
March 31,
1994 Year Ended December 31,
1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C> <C>
Excluding interest
on deposits 4.84 4.11 4.51 3.22 1.69 1.90
Including interest
on deposits 1.77 1.60 1.41 1.27 1.11 1.21
</TABLE>
The consolidated ratios of earnings to fixed charges have been
computed by dividing income before income taxes and fixed charges
by fixed charges. Fixed charges represent all interest expense
(including capitalized interest) (ratios are presented both
excluding and including interest on deposits), dividends on
preferred stock, and a portion of rental expense (one-third)
approximating the interest component of rental expense. Interest
expense (other than on deposits) includes interest on long-term
notes, federal funds purchased and securities sold under
agreements to repurchase, commercial paper and other funds
borrowed.
USE OF PROCEEDS
The net proceeds from the sale of Notes offered hereby are
estimated to be approximately $74.9 million after deduction of
the underwriting discount and estimated expenses.
The Company presently intends to use the net proceeds for
general corporate purposes, which may include advances to or
investments in its banking and nonbanking subsidiaries. The
precise amounts and timing of the application of proceeds will
depend, among other things, upon funding requirements of
subsidiaries, and the availability of other funds.
DESCRIPTION OF NOTES
The Notes will be issued under the Senior Debt Indenture,
dated as of March 9, 1992 (the "Senior Indenture"), between the
Company and The First National Bank of Chicago, as trustee (the
"Trustee"). A copy of the Senior Indenture is filed as an
exhibit to the Registration Statement and the terms of the
Indenture are more fully described in the Prospectus. The
following description of the particular terms of the Notes
offered hereby (referred to in the accompanying Prospectus as the
"Offered Debt Securities") and of the Senior Indenture
supplements, and to the extent inconsistent therewith replaces,
the descriptions of the general terms and provisions of the Debt
Securities and of the Senior Indenture as set forth in the
Prospectus, to which descriptions reference is hereby made. The
statements herein concerning the Notes and the Senior Indenture
do not purport to be complete and are qualified by reference to
the accompanying Prospectus and the Senior Indenture.
General
The Notes will be unsecured, will rank on a parity with all
Senior Indebtedness of the Company and will be senior in right of
payment to all Subordinated Indebtedness of the Company. The
Senior Indenture does not contain any limitation on the issuance
of additional Senior Indebtedness or Subordinated Indebtedness of
the Company. The Company expects from time to time to incur
additional Senior Indebtedness and Subordinated Indebtedness.
The Notes will be limited to $75,000,000 aggregate principal
amount. The Notes will be denominated in U.S. dollars and
payments of principal of and interest on the Notes will be in
U.S. dollars. The Notes will be issued only in fully registered
form, without coupons, in denominations of $1,000 and integral
multiples thereof. Upon issuance, the Notes will be represented
by a Global Security registered in the name of the nominee of The
Depository Trust Company, New York, New York (the "Depositary").
See "Book-Entry System," below. The Notes will mature on July 5,
1995 (the "Maturity Date"). The Trustee will serve as Security
Registrar and Paying Agent for the Notes.
Interest
Interest Payment Dates. Interest on the Notes will be
payable monthly on the fifth day of each month, unless such day
is not a business day, in which case on the next business day,
and on the Maturity Date, commencing August 5, 1994 (each an
"Interest Payment Date"). Interest payable on each Interest
Payment Date will include interest accrued from and including
July 5, 1994 or from and including the most recent Interest
Payment Date to which interest has been paid or duly provided for
to but excluding the next Interest Payment Date. Interest
payable prior to maturity will be payable to the person in whose
name a Note is registered at the close of business on the
fifteenth calendar day preceding an Interest Payment Date. The
interest payment at maturity will include interest accrued to but
excluding the Maturity Date and will be payable to the person to
whom principal is payable. Notwithstanding the foregoing,
payment of principal of, and interest on, Notes represented by a
Global Security will be made in immediately funds to the
Depositary or its nominee as the registered owner and holder of a
Global Security representing the Notes.
"Interest Period" shall mean the period beginning on and
including July 5, 1994 to but excluding the first Interest
Payment Date and each successive period from and including an
Interest Payment Date to but excluding the next Interest Payment
Date. Interest shall be computed on the basis of the actual
number of days in the applicable Interest Period divided by 360.
"Interest Reset Date" means the first day of any Interest
Period.
The Spread for each Interest Period will be .05%.
Interest Rate. The per annum rate of interest for each
Interest Period will be (i) LIBOR (as defined herein) on the
second London Business Day preceding the Interest Reset Date for
such Interest Period (the "Interest Determination Date") plus
(ii) the Spread. "LIBOR" for each Interest Period will be
determined by the Calculation Agent (as defined herein) in
accordance with the following provisions:
(i) On each Interest Determination Date, the
Calculation Agent will ascertain the offered rate for one-month
deposits in U.S. dollars in the London interbank market, which
appears on the Telerate Page 3750 as of 11:00 a.m. (London time)
on such Interest Determination Date.
(ii) If such rate does not appear on the Telerate
Page 3750, or the Telerate Page 3750 is unavailable, the
Calculation Agent (after consultation with the Company) will
request four major banks in the London interbank market (the
"Reference Banks") to provide the Calculation Agent with their
offered quotation (expressed as a rate per annum) for one-month
deposits in U.S. dollars to leading banks in the London interbank
market, in a principal amount equal to an amount of not less than
$1 million that is representative for a single transaction in
such market at such time, at approximately 11:00 a.m. (London
Time) on the Interest Determination Date. If at least two such
quotations are provided, LIBOR in respect of that Interest
Determination Date will be the arithmetic mean of such
quotations.
(iii) If less than two of the Reference Banks provide
the Calculation Agent with such offered quotations, LIBOR in
respect of that Interest Determination Date will be the
arithmetic mean of the rates quoted by three major banks in the
City of New York (selected by the Calculation Agent after
consultation with the Company) at approximately 11:00 a.m., New
York City time, on that Interest Determination Date for one-month
loans in U.S. dollars to leading European banks, in a principal
amount equal to an amount of not less than $1 million that is
representative for a single transaction in such market at such
time; provided, however, that if the banks selected as aforesaid
by the Calculation Agent are not quoting as mentioned in this
sentence, LIBOR will be LIBOR in effect on such Interest
Determination Date.
"London Business Day" means any day on which dealings in
deposits in U.S. dollars are transacted in the London interbank
market.
The Trustee will be the "Calculation Agent" with respect to
the Notes. The Paying Agent will not be responsible for
determining the interest rates applicable to any Note. All
percentages resulting from any calculations will be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage
point (with five one-millionths of a percentage point being
rounded upward).
Payment
Payment of the principal of and interest on each Global
Security representing the Notes will be made on each Interest
Payment Date or at maturity by the Trustee as Paying Agent by
wire transfer of immediately available funds to a separate
account of the Depositary or its nominee; provided that, in the
case of payments made at maturity of such Global Security, the
Global Security is presented to the Trustee in time for the
Trustee to make such payments in accordance with its normal
procedures. Payments to beneficial owners of the Notes will be
made through the Depositary and its participants. See
"Book-Entry System," below.
Redemption
The Notes will not be redeemable by the Company or the
holder prior to their stated maturity and will not be entitled to
the benefit of a sinking fund. The Company may at any time
repurchase the Notes at any price in the open market or
otherwise. Notes so purchased by the Company may be held or
resold or, at the discretion of the Company, may be surrendered
to the Trustee for cancellation. The Company may, at its option
and subject to the conditions set forth in the Senior Indenture ,
discharge its obligations under the Senior Indenture and defease
the Notes by depositing cash or United States government
obligations with the Trustee sufficient to pay all installments
of interest on and the principal of the Notes when due. See
"Description of Debt Securities--Satisfaction, Discharge and
Defeasance" in the accompanying Prospectus.
Events of Default
The events of default under the Notes are described in the
Prospectus at "Description of Debt Securities - Events of
Default; Waiver."
Holding Company Structure
The Company is a corporate entity separate from its
subsidiary banks. Accordingly, the right of the Company, and
thus the holders of the Notes, to share in the distribution of
the assets of any subsidiary upon the subsidiary's liquidation or
recapitalization will be subject to the prior claims of the
subsidiary's creditors (including in the case of the Company's
bank subsidiaries, their depositors), except to the extent that
the Company may itself be a creditor with recognized claims
against the subsidiary. The Indenture does not limit the total
indebtedness that either the Company or any of its subsidiaries
may incur.
The Company's primary source of funds for the payment of
principal and interest on the Notes is dividends from its
principal banking subsidiaries. From time to time while the
Notes are outstanding the Company's banking subsidiaries may be
subject to regulatory or contractual constraints that restrict
their ability to pay dividends to the Company. See "SUPERVISION
AND REGULATION--Regulatory Restrictions on Dividends" and
"Capital Adequacy" in the accompanying Prospectus for a
discussion of regulatory and other restrictions on the ability of
the subsidiary banks to pay dividends to the Company.
Book-Entry System
Upon issuance, all Notes will be represented by a single
Global Security issued in registered form. Such Global Security
representing the Notes will be deposited with, or on behalf of,
the Depositary and registered in the name of a nominee of the
Depositary. The Depositary has advised the Company that the
Depositary is a limited-purpose trust company organized under the
laws of the State of New York, a "banking organization" within
the meaning of the New York Banking Law, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934. The Depositary was created to
hold securities of its participants and to facilitate the
clearance and settlement of securities transactions among its
participants in such securities through electronic, computerized,
book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities
certificates. The Depositary's participants include securities
brokers and dealers (including the Underwriter), banks, trust
companies, clearing corporations, and certain other
organizations, some of whom (and/or their representatives) own
the Depositary. Access to the Depositary's book-entry system is
also available to others, such as banks, brokers, dealers and
trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly.
The rules applicable to the Depositary are on file with the
Securities and Exchange Commission.
Ownership of beneficial interests in the Global Security
will be limited to institutions that have accounts with the
Depositary or its nominee ("participants") or persons that may
hold interests through such participants. Ownership of
beneficial interests in the Global Security by participants will
only be evidenced by, and the transfer of that ownership interest
will be effected only through, records maintained by the
Depositary or its nominee, as the case may be. Ownership of
beneficial interests in the Global Security by persons that hold
through participants will only be evidenced by, and the transfer
of those ownership interests with such participants will be
effected only through, records maintained by such participants.
The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in
definitive form. Such laws may impair the ability to hold or
transfer such ownership interests.
The Company has been advised by the Depositary that upon the
issuance of a permanent Global Security and the deposit of such
permanent Global Security with the Depositary, the Depositary
will immediately credit, on its book-entry registration and
transfer system, the respective principal amounts of the Notes
represented by such permanent Global Security to the accounts of
participants. The accounts to be credited shall be designated by
the Underwriter.
Payments of principal of and interest on the Notes
represented by any permanent Global Security registered in the
name of or held by the Depositary or its nominee will be made to
the Depositary or its nominee, as the case may be, as the
registered owner and the holder of the permanent Global Security
representing such Notes. Such payments to the Depositary or its
nominee, as the case may be, will be made by the Trustee by wire
transfer of immediately available funds to a separate account of
the Depositary or its nominee; provided that, in the case of
payments made at maturity of such Global Security, the Global
Security is presented to the Trustee in time for the Trustee to
make such payments in accordance with its normal procedures.
Neither the Company nor the Trustee nor any agent of the Company
or the Trustee will have any responsibility or liability for any
aspect of the Depositary's records or any participant's records
relating to, or payments made on account of, the Notes or for
maintaining, supervising or reviewing any of the Depositary's
records or any participant's records relating to beneficial
interests in the Global Security.
The Company has been advised by the Depositary that upon
receipt of any payment of principal of or interest on a permanent
Global Security, the Depositary will immediately credit, on its
book-entry registration and transfer system, accounts of
participants with payments in amounts proportionate to their
respective beneficial interests in the principal amount of such
permanent Global Security as shown on the records of the
Depositary. Payments by participants to owners of the Notes held
through such participants will be governed by standing
instructions and customary practices as is now the case with
securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of
such participants.
No permanent Global Security described above may be
transferred except as a whole by the Depositary for such
permanent Global Security to a nominee of the Depositary or to a
successor depositary or by a nominee of the Depositary to the
Depositary, another nominee of the Depositary or to a successor
depositary.
Notes represented by a permanent Global Security are
exchangeable for definitive Notes in registered form, of like
tenor and of an equal aggregate principal amount, only if (a) the
Depositary notifies the Company that it is unwilling or unable to
continue as the Depositary for such permanent Global Security or
if at any time the Depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, and the
Company does not appoint a successor depositary within 90 days,
or (b) the Company in its sole discretion determines that such
Notes shall be exchangeable for definitive Notes in registered
form. Any permanent Global Security representing the Notes that
is exchangeable pursuant to the preceding sentence shall be
exchangeable in whole for certificated Notes in registered form,
of like tenor and of an equal aggregate principal amount, in
denominations of $1,000 and integral multiples thereof. Such
Notes shall be registered in the name or names of such person or
persons as the Depositary shall instruct the Security Registrar.
It is expected that such instructions will be based upon
directions received by the Depositary from its participants with
respect to ownership of the Notes.
Except as provided above, owners of Notes will not be
entitled to receive physical delivery of Notes in definitive form
and will not be considered the holders thereof for any purpose
under the Senior Indenture, and no permanent Global Security
representing the Notes shall be exchangeable, except for another
permanent Global Security of like denomination and tenor to be
registered in the name of the Depositary or its nominee.
Accordingly, each person owning a Note must rely on the
procedures of the Depositary and, if such person is not a
participant, on the procedures of the participant through which
such person owns its interest, to exercise any rights of a holder
under the Senior Indenture. The Senior Indenture provides that
the Depositary, as a holder, may appoint agents and otherwise
authorize participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action
which a holder is entitled to give or take under the Senior
Indenture. The Company understands that under existing industry
practices, in the event that the Company requests any action of
holders or an owner of a Note desires to give or take any action
that a holder is entitled to give or take under the Senior
Indenture, the Depositary would authorize the participants owning
the relevant Notes to give or take such action and such
participants would authorize beneficial owners owning through
such participants to give or take such action or would otherwise
act upon the instructions of beneficial owners owning through
them.
Same-Day Settlement and Payment
Settlement for the Notes will be made in immediately
available funds. The Notes will trade in the Depositary's Same-
Day Funds Settlement System until maturity, and therefore the
Depositary will require secondary trading activity in the Notes
to be settled in immediately available funds.
TAXATION
Certain Income Tax Considerations
A holder of Notes may be subject to federal income tax
"backup withholding" in certain circumstances. Backup
withholding may apply to a holder who is a United States person
if the holder, among other things, (i) fails to properly furnish
his social security number or other taxpayer identification
number ("TIN") to the payor responsible for backup withholding,
(ii) provides such payor an incorrect TIN, (iii) fails to provide
such payor with a certified statement, signed under penalties of
perjury, that the TIN provided to the payor is correct and that
the holder is not subject to backup withholding, or (iv) fails to
report properly interest and dividends on his tax return. Backup
withholding, however, does not apply to payments made to certain
exempt recipients, such as corporations and tax-exempt
organizations. The backup withholding rate is 31% of "reportable
payments," which generally will include interest on the Notes.
Backup withholding is not an additional tax; withheld amounts are
applied against the holder's federal income tax liability.
Holders generally may avoid backup withholding through delivery
to the payor of a completed Form W-9 (or substitute) establishing
that backup withholding does not apply.
Pennsylvania Corporate Loans Tax
In general, individuals, partnerships and unincorporated
associations who reside in Pennsylvania and who own Notes,
corporate, individual and certain other Pennsylvania fiduciaries
who hold Notes for taxable Pennsylvania beneficiaries (or who
have been provided with funds to purchase Notes for certain
Pennsylvania settlors), and non-Pennsylvania fiduciaries who hold
Notes for Pennsylvania resident non-corporate persons are all
subject to the Pennsylvania Corporate Loans Tax. This tax is
presently assessed at the rate of 4 mills ($4.00 per each
$1,000.00 of principal amount). Corporate borrowers (such as the
Company) are required by law to withhold this tax from interest
payable on their indebtedness.
As a result of payment, through withholding by the Company,
of the Corporate Loans Tax, the Notes should not be subject to
any existing Pennsylvania (county) Personal Property Tax.
Holders of Notes should consult their own tax advisors about
all federal, state and local tax consequences of the purchase and
ownership of the Notes.
UNDERWRITING
Subject to the terms and conditions set forth in the
Underwriting Agreement (the "Underwriting Agreement") between the
Company and Lehman Brothers Inc. (the "Underwriter"), the Company
has agreed to sell to the Underwriter, and the Underwriter has
agreed to purchase from the Company, the entire principal amount
of Notes.
The Underwriting Agreement provides that the obligations of
the Underwriter are subject to certain terms and conditions, and
that the Underwriter is obligated to purchase all of the Notes if
any of the Notes are purchased.
The Underwriter has advised the Company that it proposes to
offer the Notes for sale from time to time in one or more
transactions (which may include block transactions) in the over-
the-counter market, in negotiated transactions or otherwise, or
in a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The
Underwriter may effect such transactions by selling the Notes to
or through dealers, and the Underwriter may allow such dealers a
concession not in excess of .020% of the principal amount of each
Note, and such dealers may reallow a concession not in excess of
.015% of the principal amount of each Note to certain other
dealers. In connection with the sale of the Notes, the
Underwriter may also receive commissions from purchasers of the
Notes for whom they may act as agents. The Underwriter and any
dealers that participate with the Underwriter in the distribution
of the Notes may be deemed to be underwriters, and any discounts
or commissions received by them and any profit on the resale of
the Notes by them may be deemed to be underwriting discounts or
commissions.
The Company has agreed to indemnify the Underwriter against
certain liabilities, including liabilities under the Securities
Act of 1933, as amended, or to contribute to payments which the
Underwriter may be required to make in respect thereof.
The Underwriter, in the ordinary course of business, engages
in transactions with and performs services for the Company and
its subsidiaries which may include, among other things,
investment banking transactions and services.
The Notes are a new series of securities with no established
trading market. The Notes will not be listed on any securities
exchange. The Underwriter has informed the Company that it
intends to make a market in the Notes, as permitted by applicable
laws and regulations, but is under no obligation to do so and may
discontinue market making at any time without notice. No
assurance can be given that the Underwriter will make a market in
the Notes or as to the liquidity of, or the trading market for,
the Notes.
VALIDITY OF THE NOTES
The validity of the Notes will be passed upon for the
Company by Stevens & Lee, 607 Washington Street, Reading,
Pennsylvania, 19601, special counsel to the Company, and for the
Underwriter by Simpson Thacher & Bartlett (a partnership which
includes professional corporations), 425 Lexington Avenue,
New York, New York. Sidney D. Kline, Jr., a director of the
Company, is a principal of the firm of Stevens & Lee. Certain
attorneys at Stevens & Lee and members of their immediate
families own or have investment discretion with respect to an
aggregate of less than 75,000 shares of common stock of the
Company.<PAGE>
No dealer, salesman or other person has been authorized to
give any information or to make any representations other than
those contained or incorporated by reference in this Prospectus
Supplement and the Prospectus and, if given or made, such
information or representations must not be relied upon as having
been authorized by the Company or the Underwriter. Neither this
Prospectus Supplement nor the Prospectus constitutes an offer to
sell or solicitation of another to buy any of the securities
offered hereby by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such
offer or solicitation is not qualified to do so or to any person to
whom it is unlawful to make such offer or solicitation. Neither
the delivery of this Prospectus Supplement and the Prospectus nor
any sale made hereunder or thereunder shall under any circumstances
create any implication that the information herein or therein is
correct as of any time subsequent to the date hereof or that there
has been no change in the affairs of the Company since such date.
_________________________
TABLE OF CONTENTS
Prospectus Supplement
Meridian Bancorp, Inc. ...........
Recent Developments ..............
Ratios of Earnings to Fixed
Charges ........................
Use of Proceeds ..................
Description of Notes .............
Taxation .........................
Underwriting .....................
Validity of the Notes ............
Prospectus
Available Information ............
Incorporation of Certain
Documents by Reference .........
Meridian Bancorp, Inc. ...........
Use of Proceeds ..................
Supervision and Regulation .......
Ratios of Earnings to Fixed
Charges ........................
Description of Debt Securities ...
Certain Tax Considerations .......
Description of Preferred Shares ..
Description of Common Stock ......
Plan of Distribution .............
Legal Opinions ...................
Experts ..........................
<PAGE>
Meridian Bancorp, Inc.
$75,000,000
Floating Rate Senior Notes
Due July 5, 1995
___________________________
PROSPECTUS SUPPLEMENT
JUNE 27, 1994
___________________________
LEHMAN BROTHERS
