As filed with the Securities and Exchange Commission
on April 15, 1994
Registration No. 33-65780
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 2
TO FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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MERIDIAN BANCORP, INC.
(Exact name of registrant as specified in its charter)
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Pennsylvania 6711 23-2237529
(State or other (Primary Standard (IRS Employer
jurisdiction of Industrial Classifi- Identification
incorporation or cation Code Number) No.)
organization)
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 Jeffrey A. Dalke, Esquire
David W. Swartz, Esquire Henry S. Bryans, Esquire
Stevens & Lee Drinker Biddle and Reath
607 Washington Street Philadelphia National Bank
P.O. Box 679 Building
Reading, PA 19603 Broad and Chestnut Streets
Philadelphia, PA 19107
<PAGE>
This Post-Effective Amendment No. 2 to Registration
Statement No. 33-65670 is filed solely for the following
purposes:
1. The Registrant hereby amends Registration Statement
No. 33-65670 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. 33-65670 which
remain unsold at the termination of the offering, as follows:
Amount Remaining
Unsold at
Termination of
the Offering and
Title of Securities Deregistered
Registered Amount Registered Hereby
Common Stock, par value 11,005,992 shares 60,437 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 Agreement dated as of March 30, 1993, between Meridian
Bancorp, Inc. and Commonwealth Bancshares Corporation
(included as Annex A to the Proxy Statement/
Prospectus). Schedules are omitted; Meridian Bancorp,
Inc. agrees to furnish copies of such schedules to the
Commission upon request.
2.2 Stock Option Agreement dated March 30, 1993 between
Meridian Bancorp, Inc. and Commonwealth Bancshares
Corporation (included as Annex B to the Proxy
Statement/Prospectus).
2.4 Form of Plan of Merger between Meridian Bank and
Commonwealth Bank (included as Exhibit 3 to Annex A to
the Proxy Statement/Prospectus).
5. Opinion of Stevens & Lee re: validity of common stock.*
8. Opinion of Stevens & Lee re: tax matters.
15. Letter re: unaudited interim financial information.*
24.1 Consent of Coopers & Lybrand as to financial statements
of Commonwealth Bancshares Corporation as of and for
each of the years in the three-year period ended
December 31, 1992.*
24.2 Consent of KPMG Peat Marwick as to financial statements
of Meridian Bancorp, Inc. as of and for each of the
years in the three-year period ended December 31,
1992.*
24.5 Consent of Stevens & Lee (contained in Exhibit 5).*
24.6 Consent of Stevens & Lee re: tax matters.*
24.7 Consent of Goldman, Sachs & Co.*
24.8 Consent of Berwind Financial Group, Inc.*
25. Powers of Attorney.*
28.1 Opinion of Goldman, Sachs & Co. dated May 25, 1993
(included as Annex C to the Proxy Statement/
Prospectus).
28.2 Opinion of Berwind Financial Group, Inc. dated
March 30, 1993 (included as Annex D to Proxy Statement/
Prospectus.
28.3 Form of Proxy for the Special Meeting of Shareholders
of Meridian Bancorp, Inc.*
28.4 Form of Proxy for the Special Meeting of Shareholders
of Commonwealth Bancshares Corporation.*
____________________
*Previously filed.
(b) Financial Statement Schedules.
None required.
Item 22. Undertakings.
(a) The 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;
(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;
(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;
(2) That, for the purpose 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.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b)(1) The 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.
(c) 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.
(d) 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.
(e) 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.
(f) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability
under the Securities act of 1933, the information omitted
from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this
registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability
under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus 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.
<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 April 7, 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, Chief April 7, 1994
Samuel A. McCullough Executive
Officer and
Director
(Principal
Executive
Officer)
/s/DAVID E. SPARKS* Vice Chairman, April 7, 1994
David E. Sparks Chief Financial
Officer and
Director
(Principal
Financial
Officer)
/s/MICHAEL J.MIZAK, JR.* Senior Vice April 7, 1994
Michael J. Mizak, Jr. President and
Controller
(Principal
Accounting
Officer)
/s/DELIGHT E. BREIDEGAM, JR.* Director April 7, 1994
DeLight E. Breidegam, Jr.
/s/ROBERT W. CARDY* Director April 7, 1994
Robert W. Cardy
/s/HARRY CORLESS* Director April 7, 1994
Harry Corless
/s/JULIUS W. ERVING* Director April 7, 1994
Julius W. Erving
/s/FRED D. HAFER* Director April 7, 1994
Fred D. Hafer
/s/JOSEPH H. JONES* Director April 7, 1994
Joseph H. Jones
/s/LAWRENCE C. KARLSON* Director April 7, 1994
Lawrence C. Karlson
/s/EZEKIEL S. KETCHUM* Director April 7, 1994
Ezekiel S. Ketchum
/s/SIDNEY D. KLINE, JR.* Director April 7, 1994
Sidney D. Kline, Jr.
/s/JOSEPH F. PAQUETTE, JR.* Director April 7, 1994
Joseph F. Paquette, Jr.
/s/DANIEL H. POLETT* Director April 7, 1994
Daniel H. Polett
/s/LAWRENCE R. PUGH* Director April 7, 1994
Lawrence R. Pugh
/s/PAUL R. ROEDEL* Director April 7, 1994
Paul R. Roedel
/s/WILMER R. SCHULTZ* Director April 7, 1994
Wilmer R. Schultz
/s/ROBERT B. SEIDEL* Director April 7, 1994
Robert B. Seidel
/s/JUDITH M. VON SELDENECK* Director April 7, 1994
Judith M. Von Seldeneck
/s/GEORGE STRAWBRIDGE, JR.* Director April 7, 1994
George Strawbridge, Jr.
/s/ANITA A. SUMMERS* Director April 7, 1994
Anita A. Summers
*/s/SAMUEL A. McCULLOUGH April 7, 1994
Samuel A. McCullough
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
No. Description Page No.
8 Opinion of Stevens & Lee re: tax matters
<PAGE>
August 31, 1993
Board of Directors
Meridian Bancorp, Inc.
35 North Sixth Street
Reading, PA 19601
Board of Directors
Commonwealth Bancshares Corporation
101 West Third Street
Williamsport, PA 17701
Re: Merger of Commonwealth Bancshares Corporation with and into
Meridian Bancorp, Inc.; Merger of Commonwealth Bank with and
into Meridian Bank
Ladies and Gentlemen:
You have requested our opinion in connection with the
transaction contemplated by the Agreement and Plan of Merger (the
"Holding Company Merger Agreement") dated as of March 30, 1993
between Meridian Bancorp, Inc., a Pennsylvania corporation
("Meridian"), and Commonwealth Bancshares Corporation, a
Pennsylvania corporation ("Commonwealth"), pursuant to which
Commonwealth will be merged with and into Meridian, which will be
the surviving corporation. At the Effective Date of such merger
(the "Merger"), each share of Commonwealth 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 1.415 shares of
Meridian Common Stock, subject to possible adjustment as provided
in Section 1.02(e) of the Holding Company Merger Agreement. No
fractional shares of Meridian Common Stock will be issued. In
lieu thereof, shareholders of Commonwealth will receive cash in
an amount determined pursuant to Section 1.02(e) of the Holding
Company Merger Agreement. Commonwealth's shareholders will not
be entitled to exercise dissenters' rights in connection with the
Merger. All shares of Commonwealth Common Stock held as treasury
shares by Commonwealth and its subsidiaries on the Effective Date
of the Merger will be canceled, 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.
You have also requested our opinion in connection with the
transaction contemplated by the Bank Plan of Merger dated as of
March 30, 1993 between Meridian Bank, a Pennsylvania bank and
trust company, and Commonwealth Bank, a Pennsylvania bank,
pursuant to which Commonwealth Bank will, concurrently with or as
soon as practicable after the closing of the Merger of
Commonwealth with and into Meridian, be merged with and into
Meridian Bank, which will be the surviving bank. At the
Effective Date of such merger (the "Bank Merger"), all of the
issued and outstanding shares of Commonwealth Bank Common Stock
and all shares of Commonwealth Bank Common Stock held as treasury
shares will be canceled, and no shares of Meridian Bank Common
Stock will be delivered in exchange therefor.
This opinion is being furnished pursuant to Sections 5.01(i)
and 5.02(i) of the Holding Company Merger Agreement. All
capitalized terms herein, unless otherwise specified, have the
meanings assigned thereto in the Holding Company Merger Agreement
and its exhibits.
In connection with our opinion, we have examined and are
familiar with originals or copies, certified or otherwise
identified to our satisfaction, of the Holding Company 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 Commonwealth and Meridian, including certain
written representations of the managements of Commonwealth and
Meridian annexed hereto. The opinions expressed herein are
conditioned on the initial and continuing accuracy of the facts,
information, and representations contained in the aforesaid
documents or otherwise referred to above.
In preparing our opinion, we have considered applicable
provisions of the IRC, 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. The Merger, pursuant to which Commonwealth will
transfer all of its assets to Meridian in exchange for Meridian
Common Stock (including fractional share interests) and the
assumption by Meridian of all of Commonwealth's liabilities will
constitute a reorganization within the meaning of IRC Section
368(a)(1)(A).
2. Commonwealth and Meridian will each be "a party to a
reorganization" within the meaning of IRC Section 368(b).
3. Neither Commonwealth nor Meridian will recognize any
gain or loss upon the transfer of Commonwealth's assets to
Meridian in exchange solely for Meridian Common Stock (including
fractional share interests) and the assumption by Meridian of the
liabilities of Commonwealth.
4. The basis of the Commonwealth assets in the hands of
Meridian will be the same as the basis of such assets in the
hands of Commonwealth immediately prior to the Merger.
5. The holding period of the assets of Commonwealth to be
received by Meridian will include the period during which the
assets were held by Commonwealth.
6. No gain or loss will be recognized by the shareholders
of Commonwealth on the receipt of Meridian Common Stock
(including fractional share interests) solely in exchange for
their shares of Commonwealth Common Stock.
7. The basis of the Meridian Common Stock (including
fractional share interests) to be received by the Commonwealth
shareholders in the Merger will be the same as the basis of the
Commonwealth Common Stock surrendered in exchange therefor.
8. The holding period of the Meridian Common Stock
(including fractional share interests) to be received by the
Commonwealth shareholders in the Merger will include the period
during which the Commonwealth shareholders held their
Commonwealth Common Stock, provided the shares of Commonwealth
Common Stock are held as a capital asset on the Effective Date of
the Merger.
9. 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 IRC Section 302(a). Any gain or loss recognized by a
Commonwealth shareholder will be a capital gain or loss, provided
the shares of Commonwealth Common Stock are held as a capital
asset on the Effective Date of the Merger.
10. The Rights transferred with the shares of Meridian
Common Stock will not constitute "other property" within the
meaning of IRC Section 356(a)(1)(B).
11. As provided in IRC Section 381(c)(2) and related
Treasury regulations, Meridian will succeed to and take into
account the earnings and profits, or deficit in earnings and
profits, of Commonwealth as of the Effective Date of the Merger.
Any deficit in the earnings and profits of Meridian or
Commonwealth will be used only to offset the earnings and profits
accumulated after the Merger.
12. Pursuant to IRC Section 381(a) and related Treasury
regulations, Meridian will succeed to and take into account the
items of Commonwealth described in IRC Section 381(c). Such
items will be taken into account by Meridian subject to the
conditions and limitations of IRC Sections 381, 382, 383, and 384
and the Treasury regulations thereunder.
13. The Bank Merger will constitute a reorganization within
the meaning of IRC Section 368(a)(1)(A).
14. Commonwealth Bank and Meridian Bank will each be "a
party to a reorganization" within the meaning of IRC Section
368(b).
15. Neither Commonwealth Bank nor Meridian Bank will
recognize any gain or loss upon the transfer of Commonwealth
Bank's assets to Meridian Bank in constructive exchange solely
for Meridian Bank Common Stock and the assumption by Meridian
Bank of the liabilities of Commonwealth Bank.
16. The basis of the Commonwealth Bank assets in the hands
of Meridian Bank will be the same as the basis of such assets in
the hands of Commonwealth Bank immediately prior to the Bank
Merger.
17. The holding period of the Commonwealth Bank assets in
the hands of Meridian Bank will include the period during which
such assets were held by Commonwealth Bank.
18. No gain or loss will be recognized by Meridian, as the
shareholder of Commonwealth Bank, upon the constructive receipt
of shares of Meridian Bank Common Stock in exchange for the
Commonwealth Bank Common Stock surrendered in exchange therefor
in the Bank Merger.
19. The basis of the Meridian Bank Common Stock to be held
by Meridian after the Bank Merger will equal the basis of such
stock immediately before the Bank Merger, increased by the basis
of the Commonwealth Bank Common Stock surrendered in the
constructive exchange.
20. As provided in IRC Section 381(c)(2) and related
Treasury regulations, Meridian Bank will succeed to and take into
account the earnings and profits, or deficit in earnings and
profits, of Commonwealth Bank as of the Effective Date of the
Bank Merger. Any deficit in the earnings and profits of Meridian
Bank or Commonwealth Bank will be used only to offset the
earnings and profits accumulated after the Bank Merger.
21. Pursuant to IRC Section 381(a) and related Treasury
regulations, Meridian Bank will succeed to and take into account
the items of Commonwealth Bank described in IRC Section 381(c).
Such items will be taken into account by Meridian Bank subject to
the conditions and limitations of IRC Sections 381, 382, 383, and
384 and the Treasury regulations thereunder.
Except as set forth above, we express no other opinion
as to the tax consequences of the mergers and related
transactions to any party under federal, state, local or foreign
laws.
Very truly yours,
STEVENS & LEE
/s/Stevens & Lee
