UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A NO. 1
[X] Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [Fee Required] for the
fiscal year ended December 31, 1994, or
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required] for the
transition period from _______________ to ________________.
Commission file number 0-12364
MERIDIAN BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2237529
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
35 North Sixth Street, Reading, Pennsylvania 19601
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610)655-2000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock ($5.00 par value)
Preferred Stock Purchase Rights
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the shares of Common Stock of
the Registrant held by nonaffiliates, on the basis of the sale
price as of February 15, 1995, was $1,574,879,250. As of
February 15, 1995, the Registrant had 57,843,092 shares of such
Common Stock outstanding.
Documents incorporated by reference. Portions of the
following documents are incorporated herein by reference: Proxy
Statement of the Registrant relating to the Registrant's Annual
Meeting of Shareholders to be held April 25, 1995, Part III.
<PAGE>
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
On December 19, 1995, the Registrant revised its
organizational structure in light of changed circumstances
resulting from the Agreement and Plan of Merger, dated
October 10, 1995, between the Registrant and CoreStates Financial
Corp ("CoreStates") pursuant to which the Registrant will be
merged with and into CoreStates. Certain information, including
principal occupation during the past five years, relating to each
executive officer of the Registrant, as of December 19, 1995, is
set forth below:
Principal Occupation
Name Age For Last Five Years
Samuel A. McCullough 57 Chairman, President and Chief
Executive Officer, Registrant
since April 1995; prior
thereto, Chairman and Chief
Executive Officer, Registrant
since February 1988; prior
thereto, President and Chief
Executive Officer, Registrant
from June 1983; also, a
Director of the Registrant and
Meridian Bank and Chairman,
President and Chief Executive
Officer of Meridian Bank and
principal executive officer
Meridian Bank, New Jersey.
David E. Sparks 51 Vice Chairman and Chief
Financial Officer, Registrant
and Meridian Bank since
February 1991; also a Director
of the Registrant and Meridian
Bank since 1993; prior
thereto, Vice Chairman,
Treasurer and Chief Financial
Officer, Registrant and
Meridian Bank from February
1990; prior thereto, Executive
Vice President, Midlantic
Corporation from 1985. Also,
senior policy making officer
of Registrant with respect to
activities of Meridian
Securities Inc. and Meridian
Capital Markets, Inc. Also,
principal senior financial
officer Delaware Trust
Company, Meridian Bank, New
Jersey and Meridian Asset
Management.
P. Sue Perrotty 41 Group Executive Vice President
and Head of Strategic
Marketing and Distribution
System Development, Registrant
and Meridian Bank since
September 6, 1994; Senior
Retail Policy Officer,
Meridian Bank, Delaware Trust
Company and Meridian Bank, New
Jersey since December 19,
1995; prior thereto, Executive
Vice President, Registrant and
Meridian Bank since July 1989.
John F. Porter, III 61 Chairman, President and Chief
Executive Officer, Delaware
Trust Company since July 1988;
prior thereto, President,
Delaware Trust Company.
Wayne R. Huey, Jr. 51 Executive Vice President,
Registrant and Meridian Bank
since January 1988; Corporate
Group Head and senior
corporate lending officer,
Meridian Bank, Delaware Trust
Company and Meridian Bank, New
Jersey since December 19,
1995.
Richard E. Meyers 49 Executive Vice President,
Registrant since 1983; also,
Executive Vice President,
Meridian Bank. Chief Risk
Officer and senior credit
policy officer, Registrant,
Meridian Bank, Delaware Trust
Company and Meridian Bank, New
Jersey since December 19,
1995.
George W. Grosz 58 President and Chief Executive
Officer of Meridian Asset
Management, Inc. since May 16,
1994; prior thereto, Executive
Vice President of Riggs
National Bank, Washington,
D.C. since 1987.
Michael B. High 47 Chief Accounting Officer,
Registrant and principal
accounting officer Delaware
Trust Company and Meridian
Bank, New Jersey since
December 19, 1995; prior
thereto, Group Controller,
Registrant from 1993; prior
thereto, Executive Vice
President and Chief Financial
Officer, Meritor Savings Bank.
Effective as of December 19, 1995, the individuals listed as
executive officers of the Registrant in Item 4A of the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 have ceased to be executive officers of the
Registrant except as otherwise set forth herein.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
MERIDIAN BANCORP, INC.
(Registrant)
/s/ Samuel A. McCullough
Samuel A. McCullough, Chairman,
President and Chief Executive
Officer
Date: December 26, 1995
