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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A/A No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Meridian Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2237529
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
35 North Sixth Street, Reading, Pennsylvania 19601
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
(Title of Class)
_________________________________________________________________
_________________________________________________________________
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Item 1 of the registrant's Registration Statement on
Form 8-A dated August 11, 1989 (the "Registration Statement") is
hereby amended and restated to read in its entirety as follows:
Item 1. Description of Registrant's Securities to be
Registered.
On July 25, 1989, the Board of Directors of Meridian
Bancorp, Inc. (the "Company") declared a dividend distribution of
one Right for each outstanding share of the Company's common
stock, par value $5.00 per share (the "Common Stock"), to
shareholders of record at the close of business on August 7,
1989. Each Right entitles the registered holder to purchase from
the Company one one-hundredth of a share of Series C Junior
Participating Preferred Stock, $25.00 par value (the "Preferred
Stock").
On June 28, 1994, the Board of Directors of the Company
approved certain amendments to the Rights Agreement which
(i) extend the terms of the Rights Agreement to July 25, 1999,
(ii) delete from the Rights Agreement a provision that required a
shareholder vote on whether to redeem Rights under certain
limited circumstances, and (iii) increase the Purchase Price from
$85.00 to $110.00.
On October 10, 1995, the Board of Directors of the
Company approved certain amendments to the Rights Agreement
which, among other things, (i) modify the definitions of
"Acquiring Person" and "Adverse Person" to exclude CoreStates
Financial Corp ("CoreStates") or any Affiliate (as defined in the
Rights Agreement) or Associate (as defined in the Rights
Agreement) of CoreStates as a result of their acquisition of
Beneficial Ownership (as defined in the Rights Agreement) of the
Common Stock of the Company by reason of the approval, execution,
or delivery of, or the completion of any transaction under, the
Stock Option Agreement (the "Stock Option Agreement"), dated as
of October 10, 1995, by and between the Company and CoreStates,
or the Agreement and Plan of Merger (the "Merger Agreement"),
dated as of October 10, 1995, between the Company and CoreStates,
(ii) add to the Rights Agreement a provision providing that the
Rights shall expire immediately prior to effectiveness of the
merger of the Company with and into CoreStates (the "Termination
Time"), (iii) add to the Rights Agreement a provision providing
that certain requirements triggered upon the consolidation,
merger, sale or transfer of assets or earning power of the
Company shall not be applicable to CoreStates or any of its
Affiliates so long as the Merger Agreement shall not have been
terminated, and (iv) add to the Rights Agreement a provision that
the Rights Agreement shall terminate at the Termination Time.
The description and terms of the Rights are set forth
in a Rights Agreement (the "Rights Agreement"), dated as of
July 25, 1989, between the Company and Meridian Trust Company, as
Rights Agent, an Amendment to Rights Agreement, dated as of
June 28, 1994 (the "1994 Amendment"), between the Company and the
Rights Agent, and an Amendment to Rights Agreement, dated as of
October 10, 1995 (the "1995 Amendment"), between the Company and
the Rights Agent. The following describes the Rights Agreement,
as amended,
Initially, the Rights will be evidenced by Common Stock
certificates representing shares then outstanding, and no
separate Rights Certificates will be distributed. The Rights
will separate from the Common Stock and a Distribution Date will
occur upon the earlier of (i) 10 business days following a public
announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, 19.9% or more of the outstanding shares of
Common Stock or voting securities representing 19.9% or more of
the total voting power of the Company (the "Stock Acquisition
Date"), (ii) 10 business days (or such later date as the Board of
Directors shall determine) following the commencement of a tender
offer or exchange offer that would result in a person or group
acquiring 19.9% or more of such outstanding shares of Common
Stock or total voting power, or (iii) 10 business days following
the determination by the Board of Directors, after reasonable
inquiry and investigation, including consultation with such
persons as such directors shall deem appropriate, that, with
respect to any person who has, alone or together with his
affiliates or associates, acquired 4.9% or more of such
outstanding shares of Common Stock or total voting power of the
Company (without regard for this purpose to shares owned
continuously for the eighteen consecutive months prior to such
determination), such beneficial ownership by such person is
intended to cause the Company to repurchase the voting securities
beneficially owned by such person or to cause pressure on the
Company to take action or enter into a transaction or series of
transactions intended to provide such person (and not
stockholders generally) with short-term financial gain under
circumstances where the Board determines that the best long-term
interests of the Company and its stockholders would not be served
by taking such action or entering into such transaction or
transactions at that time (any such person being referred to
herein and in the Rights Agreement as an "Adverse Person"). The
terms "Acquiring Person" and "Adverse Person" are defined to
exclude CoreStates or any Affiliate or Associate of CoreStates as
a result of the approval, execution or delivery of the Stock
Option Agreement or the Merger Agreement, or the completion of
any transaction thereunder.
Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates,
(ii) new Common Stock certificates issued after August 7, 1989,
will contain a notation incorporating the Rights Agreement by
reference, and (iii) the surrender for transfer of any
certificate for Common Stock outstanding will also constitute the
transfer of the Rights associated with the Common Stock
represented by such certificate.
The Rights are not exercisable until the Distribution
Date and will expire at the close of business on the earlier of
(i) July 25, 1999, (ii) the time at which the Rights are redeemed
(as described below), (iii) the time at which the Rights are
exchanged (as described below), or (iv) the Termination Time.
Pursuant to the Rights Agreement, the Company reserves the right
to require prior to the occurrence of a Triggering Event (as
defined below) that, upon any exercise of Rights, a number of
Rights be exercised so that only whole shares of Preferred Stock
will be issued.
As soon as practicable after the Distribution Date,
Rights Certificates will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date
and, thereafter, the separate Rights Certificates alone will
represent the Rights. Except as otherwise provided in the Rights
Agreement or determined by the Board of Directors, only shares of
Common Stock issued prior to the Distribution Date will be issued
with Rights.
In the event that (i) a person becomes an Acquiring
Person (except pursuant to an offer for all outstanding shares of
the Company's voting securities which at least a majority of the
Continuing Directors determines to be fair to and otherwise in
the best interests of the Company and its stockholders), (ii) an
Acquiring Person engages in one or more "self-dealing"
transactions as defined in the Rights Agreement, (iii) the
Company is the surviving corporation in a merger with an
Acquiring Person, (iv) during such time that there exists an
Acquiring Person, a recapitalization or reverse stock split
occurs which results in such Acquiring Person's proportionate
ownership interest being increased by more than 1%, or (v) any
person is determined to be an Adverse Person (any of the
foregoing, a "Flip-in Event"), each holder of a Right will
thereafter have the right to receive, upon exercise, Common Stock
(or, in certain circumstances, cash, property, or other
securities of the Company) having a value (based on the lowest
closing price of the Common Stock during the twelve-month period
preceding the Flip-in Event) equal to two times the exercise
price of the Right. Notwithstanding the foregoing, following the
occurrence of a Flip-in Event, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person or an Adverse Person
(or by certain related parties) will be null and void. Rights
are not exercisable following the occurrence of a Flip-in Event,
however, until such time as the Rights are no longer redeemable
by the Company as set forth below. So long as the Merger
Agreement shall not have been terminated, the foregoing shall not
apply to CoreStates or any of its Affiliates.
For example, at an exercise price of $110.00 per Right,
each Right not owned by an Acquiring Person or an Adverse Person
(or by certain related parties) following a Flip-in Event would
entitle its holder to purchase $220.00 worth of Common Stock
based on the lowest closing price of the Common Stock during the
twelve-month period preceding the Flip-in Event (or other
consideration, as noted above) for $110.00. Assuming that the
lowest closing price of the Common Stock during such period was
$55.00, the holder of each valid Right would be entitled to
purchase four shares of Common Stock for $110.00.
In the event that, at any time following the Stock
Acquisition Date, (i) the Company is acquired in a merger or
other business combination transaction in which the Company is
not the surviving corporation (other than a merger which follows
an offer for all outstanding voting securities of the Company,
which at least a majority of the Continuing Directors determines
to be fair to and otherwise in the best interests of the Company
and its stockholders, and the merger price is not less than, and
the form of consideration is the same as, that paid in the tender
or exchange offer) or (ii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right
(except Rights which previously have been voided as set forth
above) shall thereafter have the right to receive, upon exercise,
common stock of the acquiring company having a value equal to two
times the exercise price of the Right. So long as the Merger
Agreement shall not have been terminated, the foregoing shall not
apply to CoreStates or any of its Affiliates. The events set
forth in this paragraph and in the second preceding paragraph are
referred to as "Triggering Events."
The Purchase Price payable and the amount of Preferred
Stock or other securities or property issuable upon exercise of
the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a
subdivision, combination, or reclassification of, the Preferred
Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or
convertible securities at less than the current market price of
the Preferred Stock, or (iii) upon the distribution to holders of
the Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription
rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments amount to at
least 1% of the Purchase Price. No fractional shares of
Preferred Stock will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the
Preferred Stock on the last trading date prior to the date of
exercise.
At any time until ten business days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but
not in part, at a price of $.001 per Right (payable in cash,
Common Stock, or other consideration deemed appropriate as
determined by the Board of Directors). At any time prior to the
date the Rights would otherwise become nonredeemable, a majority
of the Continuing Directors may extend the period for redemption.
The Company's right of redemption may be reinstated if an
Acquiring Person reduces such Person's beneficial or total voting
power ownership to 10% or less of the outstanding shares of
Common Stock or total voting power in a transaction or series of
transactions not involving the Company and there is then no other
Acquiring Person. Immediately upon the action of the Board of
Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to
receive the $.001 redemption price. Notwithstanding the
foregoing, the Board of Directors may not redeem the Rights
following a determination that any person is an Adverse Person.
The term "Continuing Directors" means any member of the
Board of Directors of the Company who was a member of the Board
prior to the date of the Rights Agreement, and any person who is
subsequently elected to the Board if such person is recommended
or approved by a majority of the Continuing Directors, but shall
not include an Acquiring Person, an Adverse Person, or an
affiliate or associate of an Acquiring Person or Adverse Person,
or any representative of the foregoing entities.
At any time after the occurrence of a Flip-in Event,
the Board of Directors may exchange the Rights (other than Rights
owned by an Acquiring Person or an Adverse Person or an affiliate
or an associate of any such person, which have become void), in
whole or in part, at an exchange ratio of one share of Common
Stock, and/or other equity securities deemed to have the
equivalent value, per Right, subject to adjustment.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive
dividends. While the distribution of the Rights will not be
taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the
event that the Rights become exercisable for Common Stock (or
other consideration) of the Company or for common stock of the
acquiring company as set forth above, or are exchanged as
provided in the preceding paragraph.
Other than those provisions relating to the principal
economic terms of the Rights, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the Company
prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in
order to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights (excluding
the interests of any Acquiring Person or Adverse Person or an
affiliate or associate of any such person), or to shorten or
lengthen any time period under the Rights Agreement; however, no
amendment to adjust the time period governing redemption shall be
made at such time as the Rights are not redeemable.
A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission (the "Commission") as an
Exhibit to a Registration Statement on Form 8-A dated August 7,
1989 (the "Registration Statement"). A copy of the 1994
Amendment has been filed with the Commission as Exhibit 2.2 to
Amendment No. 1 on Form 8-A/A dated July 25, 1994 to the
Company's Registration Statement. A copy of the 1995 Amendment
is filed as Exhibit 2.3 hereto. Copies of the Rights Agreement
and the Amendments are available free of charge from the Rights
Agent. This summary description of the Rights does not purport
to be complete and is qualified in its entirety by reference to
the Rights Agreement and the Amendments, which are incorporated
herein by reference.
Item 2 of the Registration Statement is hereby amended and
restated in its entirety as follows:
Item 2. Exhibits.
Exhibit Number Description
1 Form of Rights Certificate (included at
Exhibit B to the Rights Agreement dated
as of July 25, 1989 between Meridian
Bancorp, Inc. and Meridian Trust
Company, as Rights Agent ("Rights
Agreement") -- see Exhibit 2.1 hereof.
Pursuant to the Rights Agreement, Rights
will not be distributed until after the
Distribution Date (as defined in the
Rights Agreement). Incorporated by
reference to Exhibit 1 of the
Registration Statement.
2.1 Rights Agreement. Incorporated by
reference to Exhibit 1 of the
Registration Statement.
2.2 Amendment to Rights Agreement, dated as
of June 28, 1994, between Meridian
Bancorp, Inc. and Meridian Trust
Company, as Rights Agent. Incorporated
by reference to Exhibit 2.2 of Amendment
No. 1 on Form 8-A/A dated July 25, 1994
to the Registration Statement.
2.3 Amendment to Rights Agreement, dated as
of October 10, 1995, between Meridian
Bancorp, Inc. and Meridian Trust
Company, as Rights Agent.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: November 6, 1995 MERIDIAN BANCORP, INC.
By/s/ Samuel A. McCullough
Samuel A. McCullough,
Chairman and
Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
2.3 Amendment to Rights Agreement, dated as
of October 10, 1995, between Meridian
Bancorp, Inc. and Meridian Trust
Company, as Rights Agent.
EXHIBIT 2.3
AMENDMENT TO RIGHTS AGREEMENT
Amendment No. 2, dated as of October 10, 1995, to the
Rights Agreement, dated as of July 25, 1989, as amended June 28,
1994 (as amended, the "Rights Agreement"), between MERIDIAN
BANCORP, INC., a Pennsylvania business corporation (the
"Company"), and MERIDIAN TRUST COMPANY, a Pennsylvania trust
company, as Rights Agent (the "Rights Agent").
WITNESSETH
WHEREAS, the Rights (as defined in the Rights
Agreement) distributed in accordance with the Rights Agreement
remain issued and outstanding;
WHEREAS, no Distribution Date or Triggering Event (each
as defined in the Rights Agreement) has occurred;
WHEREAS, the Company and CoreStates, a Pennsylvania
business corporation ("CoreStates"), propose to enter into an
Agreement and Plan of Merger (the "Merger Agreement"), pursuant
to which the Company would merge with and into CoreStates (the
"Merger");
WHEREAS, concurrently with the execution of the Merger
Agreement, the Company and CoreStates will enter into a Stock
Option Agreement referred to therein (the "Stock Option
Agreement") pursuant to which the Company would grant to
CoreStates an option to acquire up to 19.9% of the outstanding
shares of Common Stock of the Company under certain
circumstances;
WHEREAS, in connection with the anticipated approval,
execution and delivery of the Merger Agreement and the Stock
Option Agreement, the Board of Directors of the Company deems it
advisable and in the best interests of the Company to make
certain changes in the Rights Agreement as set forth herein; and
WHEREAS, the Board of Directors of the Company has
adopted, in accordance with Section 27 of the Rights Agreement, a
resolution approving this Amendment and directing the appropriate
officers of the Company to take all appropriate steps to execute
and put into effect this Amendment and an appropriate officer of
the Company has provided a certificate to the Rights Agent as
provided for in such Section 27.
NOW, THEREFORE, in consideration of the premises and
covenants set forth in the Rights Agreement and this Amendment,
the parties hereby agree as follows:
1. Section 1(a) of the Rights Agreement is hereby
amended to read in its entirety as follows:
"(a) "Acquiring Person" shall mean any
Person who or which, together with all Affiliates and
Associates of such Person, shall be the Beneficial
Owner of (i) 19.9% or more of the shares of Common
Stock or (ii) Voting Securities that in the aggregate
represent 19.9% or more of the Total Voting Power, but
shall not include any of the following:
(A) the Company, any Subsidiary of the
Company, any employee stock option plan or other
employee benefit plan of the Company or of any
Subsidiary of the Company, or any Person or entity
organized, appointed or established by the Company
for or pursuant to the terms of any such plan;
(B) until the termination of the Stock
Option Agreement in accordance with its terms
prior to any exercise thereunder, CoreStates or
any Affiliate or Associate of CoreStates, as a
result of their acquisition of Beneficial
Ownership of Common Stock of the Company by reason
of the approval, execution, or delivery of the
Stock Option Agreement or the Merger Agreement or
by reason of the completion of any transaction or
the exercise of any Option contemplated by the
Stock Option Agreement or the Merger Agreement, so
long as CoreStates and any Affiliate or Associate
of CoreStates is not the Beneficial Owner of any
Common Stock of the Company other than (w) Common
Stock of the Company of which CoreStates or any
Affiliate or Associate of CoreStates is or becomes
the Beneficial Owner by reason of the approval,
execution, or delivery of the Stock Option
Agreement or the Merger Agreement, or by reason of
the completion of any transaction or the
exercising of the Option contemplated by the Stock
Option Agreement, the Merger Agreement, or both,
(x) Common Stock of the Company Beneficially Owned
by CoreStates or any Affiliate or Associate of
CoreStates on the date hereof, (y) Common Stock of
the Company of which CoreStates or any Affiliate
or Associate of CoreStates inadvertently becomes
the Beneficial Owner after the date hereof,
provided that the number of such shares of Common
Stock does not exceed 1% of the shares of Common
Stock of the Company outstanding on the date
hereof and that CoreStates or any such Affiliate
or Associate, as the case may be, divests such
Common Stock as soon as practicable after it
becomes aware of such acquisition of Beneficial
Ownership, and (z) Common Stock of the Company
Beneficially Owned or otherwise held by CoreStates
or any Affiliate or Associate of CoreStates in a
bona fide fiduciary capacity or in satisfaction of
debts previously contracted in good faith, in
either case in the ordinary course of its banking
business.
Notwithstanding the foregoing, no Person shall become
an "Acquiring Person" solely as the result of any
acquisition of Common Stock by the Company which, by
reducing the number of shares outstanding, increases
the proportionate number of shares beneficially owned
by such Person to 19.9% or more of the Common Stock of
the Company then outstanding; provided, however, that
if a Person not otherwise excluded from the definition
of "Acquiring Person" pursuant to Paragraph (B) above
shall become the Beneficial Owner of 19.9% or more of
the Common Stock of the Company then outstanding by
reason of share purchases by the Company and shall,
after such share purchases by the Company, become the
Beneficial Owner of any additional Common Stock of the
Company, then such Person shall be deemed to be an
Acquiring Person."
2. Section 1(b) of the Rights Agreement is hereby
amended to read in its entirety as follows:
"(b) 'Adverse Person' shall mean any Person
declared to be an Adverse Person by the Board of
Directors upon a determination by such Directors
that the criteria set forth in Section
11(a)(ii)(B) apply to such Person, provided,
however, that the Board of Directors shall not
declare CoreStates or any Affiliate or Associate
of CoreStates to be an Adverse Person as a result
of the Merger Agreement, the Stock Option
Agreement, their acquisition of Beneficial
Ownership of shares of Common Stock by reason of
the Stock Option Agreement or the Merger
Agreement, or by reason of the consummation of any
transaction or the exercise of any option
contemplated by the Stock Option Agreement or the
Merger Agreement."
3. A new Section 1(ll) is added to the Rights
Agreement, to read as follows:
"(ll) "CoreStates" shall mean CoreStates
Financial Corp, a corporation duly organized and
existing under the laws of the Commonwealth of
Pennsylvania, and its successors."
4. A new Section 1(mm) is added to the Rights
Agreement, to read as follows:
"(mm) " Merger Agreement" shall mean the
Agreement and Plan of Merger, dated as of October 10,
1995, by and between CoreStates and the Company, as the
same may be amended from time to time."
5. A new Section 1(nn) is added to the Rights
Agreement, to read as follows:
"(nn) "Stock Option Agreement" shall mean
the Stock Option Agreement, dated as of October 10,
1995, by and between the Company, as issuer, and
CoreStates, as grantee, as the same may be amended from
time to time."
6. A new Section 1(oo) is added to the Rights
Agreement, to read as follows:
"(oo) "Termination Time" shall be
immediately prior to the Effective Time, as defined in
the Merger Agreement."
7. Section 7(a) of the Rights Agreement is hereby
amended to read in its entirety as follows:
"(a) Subject to Section 7(e) hereof, the
registered holder of any Rights Certificate may
exercise the Rights evidenced thereby (except as
otherwise provided herein including, without
limitation, the restrictions on exercisability set
forth in Section 9(c), Section 11(a)(iii), and
Section 23(a) hereof) in whole or in part at any time
after the Distribution Date upon surrender of the
Rights Certificate, with the form of election to
purchase and the certificate on the reverse side
thereof duly executed, to the Rights Agent at the
principal office or offices of the Rights Agent
designated for such purpose, together with payment of
the aggregate Purchase Price with respect to the total
number of one one-hundredths of a share (or other
securities, cash, or other assets, as the case may be)
as to which such surrendered Rights are then
exercisable, at or prior to the earliest of (i) the
close of business on July 25, 1999 (the "Final
Expiration Date"), (ii) the time at which the Rights
are redeemed as provided in Section 23 hereof (the
earlier of (i) and (ii) being herein referred to as the
"Expiration Date"), (iii) the time at which such Rights
are exchanged as provided in Section 24 hereof, or
(iv) the Termination Time.
8. Section 13(a) of the Rights Agreement is hereby
amended to read in its entirety as follows:
"(a) In the event that, following the Stock
Acquisition Date, directly or indirectly, (x) the
Company shall consolidate with, or merge with and into,
any other Person (other than a Subsidiary of the
Company in a transaction which complies with
Section 11(o) hereof), and the Company shall not be the
continuing or surviving corporation of such
consolidation or merger, (y) any Person (other than a
Subsidiary of the Company in a transaction which
complies with Section 11(o) hereof) shall consolidate
with, or merge with or into, the Company, and the
Company shall be the continuing or surviving
corporation of such consolidation or merger and, in
connection with such consolidation or merger, all or
part of the outstanding shares of Voting Securities
shall be changed into or exchanged for stock or other
securities of any other Person or cash or any other
property, or (z) the Company shall sell or otherwise
transfer (or one or more of its Subsidiaries shall sell
or otherwise transfer), in one transaction or a series
of related transactions, assets or earning power
aggregating more than 50% of the assets or earning
power of the Company and its Subsidiaries (taken as a
whole) to any Person or Persons (other than the Company
or any Subsidiary of the Company in one or more
transactions each of which complies with Section 11(o)
hereof); provided, however, that so long as the Merger
Agreement shall not have been terminated, the
references to other "Person" and any "Person" with
respect to the transactions listed in clauses (x), (y),
and (z) above shall not include CoreStates or any of
its Affiliates; then, and in each such case (except as
may be contemplated by Section 13(d) hereof), proper
provision shall be made so that: (i) each holder of a
Right, except as provided in Section 7(e) hereof, shall
thereafter have the right to receive, upon the exercise
thereof at the then current Purchase Price in
accordance with the terms of this Agreement, such
number of validly authorized and issued, fully paid,
nonassessable, and freely tradeable shares of Common
Stock of the Principal Party (as such term in
hereinafter defined), not subject to any liens,
encumbrances, rights of first refusal, or other adverse
claims, as shall be equal to the result obtained by
(1) multiplying the then-current Purchase Price by the
number of one one-hundredths of a share of Preferred
Stock for which a Right is exercisable immediately
prior to the first occurrence of a Section 13 Event
(or, if a Section 11(a)(ii) Event has occurred prior to
the first occurrence of a Section 13 Event, multiplying
the number of such one one-hundredths of a share for
which a Right was exercisable immediately prior to the
first occurrence of a Section 11(a)(ii) Event by the
Purchase Price in effect immediately prior to such
first occurrence), and dividing that product (which,
following the first occurrence of a Section 13 Event,
shall be referred to as the "Purchase Price" for each
Right and for all purposes of this Agreement) by
(2) 50% of the current market price (determined
pursuant to Section 11(d)(i) hereof) per share of the
Common Stock of such Principal Party on the date of
completion of such Section 13 Event; (ii) such
Principal Party shall thereafter be liable for, and
shall assume, by virtue of such Section 13 Event, all
the obligations and duties of the Company pursuant to
this Agreement; (iii) the term "Company" shall
thereafter be deemed to refer to such Principal Party,
it being specifically intended that the provisions of
Section 11 hereof shall apply only to such Principal
Party following the first occurrence of a Section 13
Event; (iv) such Principal Party shall take such steps
(including, but not limited to, the reservation of a
sufficient number of shares of its Common Stock) in
connection with the consummation of any such
transaction as may be necessary to assure that the
provisions hereof shall thereafter be applicable, as
nearly as reasonably may be, in relation to its shares
of Common Stock thereafter deliverable upon the
exercise of the Rights; and (v) the provisions of
Section(a)(ii) hereof shall be of no effect following
the first occurrence of any Section 13 Event."
9. Clause (iv) of Section 25(a) of the Rights
Agreement is amended to read as follows:
"(iv) to effect any consolidation or merger
into or with any other Person (other than a Subsidiary
of the Company in a transaction which complies with
Section 11(o) hereof), or to effect any sale or other
transfer (or to permit one or more of its Subsidiaries
to effect any sale or other transfer), in one
transaction or a series of related transactions of more
than 50% of the assets or earning power of the Company
and its Subsidiaries (taken as a whole) to any other
Person or Persons (other than the company and/or any of
its Subsidiaries in one or more transactions each of
which complies with Section 11(o) hereof), provided,
however, that so long as the Merger Agreement shall not
have been terminated, such other Person shall not, in
any such consolidation, merger, or sale or transfer of
assets or earning power, include CoreStates or any of
its Affiliates or Associates,"
10. A new Section 35 is added to the Rights Agreement,
to read in its entirety as follows:
"Section 35. Termination. This Agreement
shall terminate at the Termination Time and all rights,
benefits, obligations, duties and agencies created by
this Agreement shall be terminated at such Termination
Time. All Rights issued and outstanding shall, at the
Termination Time, cease to exist and shall be
terminated without any payment to any holder thereof."
11. On or after the date hereof, each reference in the
Rights Agreement (including the Exhibits thereto) to "This
Agreement," "hereunder," "herein" or words of like import shall
mean and be a reference to the Rights Agreement as amended hereby
and all Exhibits thereto shall be deemed to be amended to reflect
the amendments made hereby.
12. This Amendment shall be effective as of the date
of its execution and, except as set forth herein, the Rights
Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
13. Capitalized terms which are used but not defined
herein shall have the meaning ascribed to such terms in the
Rights Agreement.
14. If any term, provision, covenant, or restriction
of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, void, or unenforceable, the
remainder of the terms, provisions, covenants, and restrictions
of this Amendment shall remain in full force and effect and shall
in no way be affected, impaired, or invalidated.
15. This Amendment shall be deemed to be a contract
made under the laws of the Commonwealth of Pennsylvania and for
all purposes shall be governed by and construed in accordance
with the laws of the Commonwealth applicable to contracts made
and to be performed entirely within the Commonwealth.
16. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed, all as of the day and year first
above written.
MERIDIAN BANCORP, INC.
By /s/ Samuel A. McCullough
---------------------------------
Attest: /s/Thomas G. Strohm
----------------------------
MERIDIAN TRUST COMPANY
By /s/ George Grosz
---------------------------------
Attest: /s/ Linda Blanchfield
----------------------------
