PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 24, 1993
$150,000,000
Meridian Bancorp, Inc.
6-5/8% Notes Due June 15, 2000
Interest payable June 15 and December 15
______________
The 6-5/8% Notes due June 15, 2000 (the "Notes") of Meridian
Bancorp, Inc. (the "Company") may not be redeemed prior to
maturity and do not provide for any sinking fund. See
"Description of Notes."
The Notes 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 the
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. All payments of principal and
interest will be made by the Company 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.
_______________
<PAGE>
<TABLE>
<CAPTION>
Underwriting
Price to Discounts and Proceeds to
Public(1) Commissions Company(1)(2)
<S> <C> <C> <C>
Per Note . . . . . . . 99.932% 0.45% 99.482%
Total . . . . . . . . $149,898,000 $675,000 $149,223,000
<FN>
(1) Plus accrued interest, if any, from June 12, 1995.
(2) Before deducting expenses payable by the Company estimated
at $125,000.
</TABLE>
_______________
The Notes are offered by the several Underwriters when, as
and if issued by the Company, delivered to and accepted by the
Underwriters and subject to their right to reject orders in whole
or in part. It is expected that the delivery of the Notes, in
book-entry form, will be made through the facilities of the
Depositary, on or about June 12, 1995, against payment in
immediately available funds.
CS First Boston
Lehman Brothers
Keefe, Bruyette & Woods, Inc.
The date of this Prospectus Supplement is June 7, 1995.
<PAGE>
MERIDIAN BANCORP, INC.
Meridian Bancorp, Inc. (the "Company") is a Pennsylvania
multi-bank holding company headquartered in Reading,
Pennsylvania. At March 31, 1995, the Company and its
subsidiaries had total consolidated assets, deposits, and
shareholders' equity of $15.0 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, 1995, the Company
had net income of $41.2 million compared to $37.8 million for the
first quarter of 1994, an increase of 9%. On a fully diluted per
share basis, net income was $.73 for the first quarter of 1995
compared to $.65 for the first quarter of 1994. Net income in
the first quarter of 1994 was reduced by a $2.7 million after-tax
charge, or $.05 per share, because of an accounting change.
Income before this change in the first quarter of 1994 was
$40.5 million, or $.70 per fully diluted share.
Recent Acquisition
The Company entered into an agreement, dated as of May 23,
1995, to acquire United Counties Bancorporation ("United
Counties"), a bank holding company headquartered in Cranford, New
Jersey with 35 branches in Middlesex, Monmouth, Morris, Somerset
and Union Counties. At March 31, 1995, United Counties had
assets, deposits, and stockholders' equity of approximately
$1.6 billion, $1.3 billion, and $188 million, respectively.
Under the terms of the agreement, each share of United Counties
common stock will, subject to certain adjustments, be exchanged
for five shares of common stock of the Company. The merger,
which is expected to be completed during the fourth quarter of
1995, is subject to the satisfaction of certain conditions,
including among others, approval of the merger by United
Counties' shareholders and the Company's shareholders and receipt
of all required regulatory approvals. The acquisition will be
accounted for as a pooling of interests.
Other Matters
In January 1995, the Company announced a corporate-wide
objective of achieving a 59.9% performance ratio (non-interest
expenses divided by the sum of non-interest income and net
interest income) by the end of the first quarter of 1996. For
the quarter ended March 31, 1995, the Company's performance ratio
was 66.11%. The Company expects to announce its plan to realize
this objective and the amount and timing of any related
restructuring charge sometime late in the 2nd quarter or early in
the 3rd quarter of 1995.
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, Year Ended December 31,
1995 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C> <C>
Excluding interest on
deposits 2.73 3.41 4.11 4.51 3.22 1.69
Including interest on
deposits 1.48 1.61 1.60 1.41 1.27 1.11
</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), 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 the Notes offered hereby
are estimated to be approximately $149 million after deduction of
the underwriting discount and estimated expenses.
The Company presently intends to use the net proceeds to
repay its Floating Rate Notes due July 5, 1995, of which
$75,000,000 aggregate principal amount is outstanding, and for
general corporate purposes, which may include advances to or
investments in its 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 to which this Prospectus
Supplement and the Prospectus relate and the terms of the Senior
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
Offered 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. All capitalized terms used but not defined herein
shall have the meanings assigned to them in the Prospectus.
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 $150,000,000 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 the 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 June 15, 2000 (the "Maturity Date"). The Trustee will
serve as Security Registrar and Paying Agent for the Notes.
Interest
The Notes will bear interest at the rate per annum shown on
the front cover of this Prospectus Supplement from June 12, 1995
or from the most recent Interest Payment Date to which interest
has been paid or provided for, payable semi-annually on June 15
and December 15 of each year, commencing December 15, 1995, to
the person in whose name the Notes (or any predecessor Note) is
registered at the close of business on the preceding June 1 or
December 1, as the case may be. Interest on the Notes will be
computed on the basis of a 360-day year of twelve 30-day months.
Payment
Payment of the principal of and interest on the Global
Security representing the Notes will be made on each Interest
Payment Date and 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
holders prior to the Maturity Date and will not be entitled to
the benefit of any sinking fund. The Company may at any time
repurchase 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 in an amount 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 under "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 Senior 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 Underwriters.
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 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 form)
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 Pennsylvania 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
Under the terms and subject to the conditions contained in
an Underwriting Agreement dated June 7, 1995 (the "Underwriting
Agreement"), the Underwriters named below (the "Underwriters")
have severally but not jointly agreed to purchase from the
Company the following respective principal amounts of the Notes:
Principal
Amount
Underwriter of Notes
CS First Boston Corporation. . . . $ 62,500,000
Lehman Brothers Inc. . . . . . . . 62,500,000
Keefe, Bruyette & Woods, Inc. . . 25,000,000
Total. . . . . . . . . . $150,000,000
The Underwriting Agreement provides that the obligations of
the Underwriters are subject to certain conditions precedent and
that the Underwriters will be obligated to purchase all the Notes
if any are purchased. The Underwriting Agreement provides that,
in the event of a default by an Underwriter, in certain
circumstances the purchase commitments of non-defaulting
Underwriters may be increased or the Underwriting Agreement may
be terminated.
The Company has been advised by the Underwriters that the
Underwriters propose to offer the Notes to the public initially
at the public offering price set forth on the cover page of this
Prospectus Supplement, to certain dealers at such price less a
concession of .30% of the principal amount per Note, and the
Underwriters and such dealers may allow a discount of .25% of
such principal amount per Note on sales to certain other dealers.
After the initial public offering, the public offering price and
concession and discount to dealers may be changed by the
Underwriters.
The Notes will not be listed on any securities exchange.
The Notes are a new issue of securities with no established
trading market. The Underwriters have advised the Company that
they intend to act as market makers for the Notes. However, the
Underwriters are not obligated to do so and may discontinue any
market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for the Notes.
The Company has agreed to indemnify the Underwriters against
certain liabilities, including civil liabilities under the
Securities Act or contribute to payments the Underwriters may be
required to make in respect thereof.
The Underwriters each engage in transactions with and
perform services for the Company and its subsidiaries in the
ordinary course of business.
NOTICE TO CANADIAN RESIDENTS
Resale Restrictions
The distribution of the Notes in Canada is being made only
on a private placement basis exempt from the requirement that the
Company prepare and file a prospectus with the securities
regulatory authorities in each province where trades of the Notes
are effected. Accordingly, any resale of the Notes in Canada
must be made in accordance with applicable securities laws which
will vary depending on the relevant jurisdiction, and which may
require resales to be made in accordance with available statutory
exemptions or pursuant to a discretionary exemption granted by
the applicable Canadian securities regulatory authority.
Purchasers are advised to seek legal advice prior to any resale
of the Notes.
Representations of Purchasers
Each purchaser of Notes in Canada who receives a purchase
confirmation will be deemed to represent to the Company and the
dealer from whom such purchase confirmation is received that
(i) such purchaser is entitled under applicable provincial
securities laws to purchase such Notes without the benefit of a
prospectus qualified under such securities laws, (ii) where
required by law, that such purchaser is purchasing as principal
and not as agent, and (iii) such purchaser has reviewed the text
above under "Resale Restrictions."
Rights of Action and Enforcement
The securities being offered are those of a foreign issuer
and Ontario purchasers will not receive the contractual right of
action prescribed by section 32 of the Regulation under the
Securities Act (Ontario). As a result, Ontario purchasers must
rely on other remedies that may be available, including common
law rights of action for damages or rescission or rights of
action under the civil liability provisions of the U.S. federal
securities laws.
All of the issuer's directors and officers as well as the
experts named herein may be located outside of Canada and, as a
result, it may not be possible for Ontario purchasers to effect
service of process within Canada upon the issuer or such persons.
All or a substantial portion of the assets of the issuer and such
persons may be located outside of Canada and, as a result, it may
not be possible to satisfy a judgment against the issuer or such
persons in Canada or to enforce a judgment obtained in Canadian
courts against such issuer or persons outside of Canada.
Notice to British Columbia Residents
A purchaser of Notes to whom the Securities Act (British
Columbia) applies is advised that such purchaser is required to
file with the British Columbia Securities Commission a report
within ten days of the sale of any Notes acquired by such
purchaser pursuant to this offering. Such report must be in the
form attached to British Columbia Securities Commission Blanket
Order BOR #88/5, a copy of which may be obtained from the
Company. Only one such report must be filed in respect of Notes
acquired on the same date and under the same prospectus
exemption.
VALIDITY OF THE NOTES
The validity of the Notes will be passed upon for the
Company by Stevens & Lee, 111 North Sixth Street, Reading,
Pennsylvania, 19601, special counsel to the Company, and for the
Underwriters 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, salesperson or other person has been authorized
to give any information or to make any representation not
contained in this Prospectus Supplement or the Prospectus and, if
given or made, such information or representation must not be
relied upon as having been authorized by the Company or any
Underwriter. This Prospectus Supplement and the Prospectus do
not constitute an offer to sell or a solicitation of an offer to
buy any of the securities offered hereby in any jurisdiction to
any person to whom it is unlawful to make such offer in such
jurisdiction. Neither the delivery of this Prospectus Supplement
or the Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that the information herein
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.
<PAGE>
TABLE OF CONTENTS
Prospectus Supplement
Page
Meridian Bancorp, Inc. ................................. S-2
Recent Developments .................................... S-2
Ratios of Earnings to Fixed
Charges .............................................. S-3
Use of Proceeds ........................................ S-3
Description of Notes ................................... S-4
Taxation ............................................... S-9
Underwriting ........................................... S-10
Notice to Canadian Residents ........................... S-11
Validity of the Notes .................................. S-12
Prospectus
Available Information .................................. 2
Incorporation of Certain
Documents by Reference ............................... 3
Meridian Bancorp, Inc. ................................. 4
Use of Proceeds ........................................ 5
Supervision and Regulation ............................. 5
Ratios of Earnings to Fixed
Charges .............................................. 11
Description of Debt Securities ......................... 11
Certain Tax Considerations ............................. 27
Description of Preferred Shares ........................ 27
Description of Common Stock ............................ 33
Plan of Distribution ................................... 36
Legal Opinions ......................................... 37
Experts ................................................ 38<PAGE>
_________________________
Meridian Bancorp, Inc.
$150,000,000
6-5/8% Notes
Due June 15, 2000
PROSPECTUS SUPPLEMENT
CS First Boston
Lehman Brothers
Keefe, Bruyette & Woods, Inc.
_________________________
