-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LQRIN2BRSYppFSKevwRI1Eyq1ua4fnpWAW0jbuHMPp9N8i4snN7gSgjNv0EJW0+n ZXxZ6r+TlAKcLGRgEj/4ww== 0000903594-95-000041.txt : 19951023 0000903594-95-000041.hdr.sgml : 19951023 ACCESSION NUMBER: 0000903594-95-000041 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951020 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORESTATES FINANCIAL CORP CENTRAL INDEX KEY: 0000069952 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 231899716 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-32737 FILM NUMBER: 95582961 BUSINESS ADDRESS: STREET 1: CENTRE SQ W STREET 2: 1500 MARKET ST CITY: PHILADELPHIA STATE: PA ZIP: 19101 BUSINESS PHONE: 2159733806 MAIL ADDRESS: STREET 1: 1500 MARKET ST CITY: PHILADELPHIA STATE: PA ZIP: 19101 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL CENTRAL FINANCIAL CORP DATE OF NAME CHANGE: 19830517 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MERIDIAN BANCORP INC CENTRAL INDEX KEY: 0000723916 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 232237529 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 35 N SIXTH ST CITY: READING STATE: PA ZIP: 19603 BUSINESS PHONE: 2156552000 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _____________)* CoreStates Financial Corp (Name of Issuer) Common Stock ($1.00 Par Value) (Title of Class of Securities) 218695104 (CUSIP Number) Jeffrey P. Waldron, Esquire, Stevens & Lee, One Glenhardie Corporate Center, 1275 Drummers Lane, Wayne, Pennsylvania 19087-0236 (610-964-1480) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 10, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [x]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes to Schedule 13D). CUSIP NO. 218695104 1. Name of Reporting Person: Meridian Bancorp, Inc. S.S. or I.R.S. Identification No. of Above Person IRS Identification No.: 23-2237529 2. Check the appropriate box if a member of a group (a) [ ] (b) [ ] 3. SEC use only 4. Source of Funds BK AF WC OO 5. Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or place of organization Commonwealth of Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power 27,643,009 8. Shared Voting Power 0 9. Sole Dispositive Power 27,643,009 10. Shared Dispositive Power 0 11. Aggregate amount beneficially owned by each reporting person 27,643,009 12. Check box if the aggregate amount in row (11) excludes certain shares [ ] 13. Percent of class represented by amount in row (11) 19.9% 14. Type of reporting person HC CO SCHEDULE 13D ITEM 1. Security and Issuer. This Schedule 13D relates to shares of common stock, par value $1.00 per share, of CoreStates Financial Corp ("CoreStates"), a business corporation incorporated under the laws of the Commonwealth of Pennsylvania. The principal executive offices of CoreStates are located at Broad & Chestnut Streets, Philadelphia Pennsylvania 19107. ITEM 2. Identify and Background. (a), (b) and (c). This Schedule 13D is filed by Meridian Bancorp, Inc. ("Meridian"), a business corporation incorporated under the laws of the Commonwealth of Pennsylvania. Meridian is a multi-bank holding company which owns all of the outstanding capital stock of Meridian Bank, a Pennsylvania banking institution, Delaware Trust Company, a Delaware banking institution ("DTC"), and Meridian Bank, New Jersey, a New Jersey banking institution ("MBNJ"). Meridian's principal business and offices are located at 35 North Sixth Street, Reading, Pennsylvania 19601. The name, business address and present occupation or employment (including the name, principal business and address of any corporation or other organization in which such employment is conducted) of each executive officer, director and controlling person of Meridian are as follows:
Present Principal Name Business Address Occupation or Employment DeLight E. Breidegam, Jr. Lyon Station, PA 19536 President and Chief Executive Officer, East Penn Manufacturing Co., Inc. (battery manufacturer) Lyon Station, PA 19536 Thomas F. Burke, Jr. 1460 Wyoming Avenue Attorney Forty Fort, Pa 19704 1460 Wyoming Avenue Forty Fort, Pa 19704 Robert W. Cardy P.O. Box 14662 Chairman, President, Reading, PA 19612 Chief Executive Officer and Director, Carpenter Technology Corp. (Specialty steel and alloys manufacturer) P.O. Box 14662 Reading, PA 19612 Harry Corless P.O. Box 4455 Retired Chairman, Greenville, DE 19807 ICI Americas, Inc. P.O. Box 4455 Greenville, DE 19807 William D. Davis Commonwealth Plaza Vice Chairman, 33 W. 3rd Street Pennsylvania Enterprises, Inc. Williamsport, PA 17701 (utility holding company) Wilkes-Barre Center 39 Public Square Wilkes-Barre, PA 18711 Julius W. Erving 1420 Locust Street President, Philadelphia, Pa 19102 The Erving Group and Dr. J. Enterprises 1420 Locust Street Philadelphia, PA 19102 Fred D. Hafer P.O. Box 16001 President, Chief Operating Reading, PA 19640 Officer and Director, Metropolitan Edison Company (electric utility) P.O. Box 16001 Reading, PA 19640 Lawrence C. Karlson 595 Skippack Pike Chairman, President and Suite 300 Chief Executive Officer, Blue Bell, PA 19422 Karlson Corporation (private holding company) 595 Skippack Pike Suite 300 Blue Bell, PA 19422 Ezekiel S. Ketchum 35 North Sixth Street Retired President and Chief P.O Box 1102 Operating Officer Reading, PA 19603 Meridian Retired President and Chief Executive Officer, Meridian Bank 35 North Sixth Street P.O. Box 1102 Reading, PA 19603 Sidney D. Kline, Jr. 111 North Sixth Street Attorney P.O. Box 679 Stevens & Lee Reading, PA 19603 111 North Sixth Street P.O. Box 679 Reading, PA 19603 George W. Leighow 1221 Montour Boulevard Veterinarian Danville, PA 17821 Leighow Veterinary Hospital 1221 Montour Boulevard Danville, PA 17821 Samuel A. McCullough 35 North Sixth Street Chairman and Chief Executive P.O. Box 1102 Officer, Reading, PA 19603 Meridian 35 North Sixth Street P.O. Box 1102 Reading, PA 19603 Joseph F. Paquette, Jr. 2301 Market Street Chairman, Chief Executive P.O. Box 8699 Officer and Director, Philadelphia, PA 19101 PECO Energy (electric utility) 2301 Market Street P.O. Box 8699 Philadelphia, PA 19101 Daniel H. Polett 600 North Broad Street Chairman, Philadelphia, PA 19130 Wilkie Buick Chevrolet Subaru Co. (automobile dealership) 600 North Broad Street Philadelphia, PA 19130 Lawrence R. Pugh P.O. Box 1022 Chairman, Chief Executive Reading, PA 19603 Officer and Director, VF Corp. (apparel manufacturer) P.O. Box 1022 Reading, PA 19603 Paul R. Roedel P.O. Box 14662 Retired Chairman and Chief Reading, PA 19612 Executive Officer, Carpenter Technology Corp. (specialty steel and alloys manufacturer) P.O. Box 14662 Reading, PA 19612 Wilmer R. Schultz 1540 Chestnut Street President, Emmaus, PA 18049 Wilmer R. Schultz, Inc. (general contractor) 1540 Chestnut Street Emmaus, PA 18049 Robert B. Seidel 114 Ridgewood Road Retired Chairman, Radnor, PA 19087 American Manufacturing Corporation (private holding company) 114 Ridgewood Road Radnor, PA 19087 David E. Sparks 35 North Sixth Street Vice Chairman P.O. Box 1102 Chief Financial Officer Reading, PA 19603 and Director, Meridian 35 North Sixth Street P.O. Box 1102 Reading, PA 19603 George Strawbridge, Jr. 3801 Kennett Pike Private Investor Suite B-100 3801 Kennett Pike Greenville, DE 19807 Suite B-100 Greenville, DE 19807 Anita A. Summers 63330 307 SH-DH Professor Emerita and University of Pennsylvania Senior Research Fellow, Philadelphia, PA 19104 University of Pennsylvania 63330 307 SH-DH University of Pennsylvania Philadelphia, PA 19104 Judith M. von Seldeneck 1 Commerce Square Chief Executive Officer, 2005 Market Street The Diversified Search Suite 3300 Companies Philadelphia, PA 19103 (executive search firm) 1 Commerce Square 2005 Market Street Suite 3300 Philadelphia, PA 19103 Earle A. Wooton 10 South Main Street President, Montrose, PA 18801 Montrose Publishing Company, Inc. 10 South Main Street Montrose, PA 18801 William M. Fenimore, Jr. 35 North Sixth Street Group Executive Vice President, P.O. Box 1102 Chief Technology Officer Reading, PA 19603 and Head of Strategic Planning, Meridian 35 North Sixth Street P.O. Box 1102 Reading, PA 19603 P. Sue Perrotty 35 North Sixth Street Group Executive Vice P.O. Box 1102 President and Head Reading, PA 19603 of Strategic Marketing and Distribution System Development, Meridian 35 North Sixth Street P.O. Box 1102 Reading, PA 19603 John F. Porter, III 35 North Sixth Street Chairman, President and P.O. Box 1102 Executive Officer, Reading, PA 19603 Delaware Trust Company 35 North Sixth Street P.O. Box 1102 Reading, PA 19603 Paul W. McGloin 35 North Sixth Street Executive Vice President, P.O. Box 1102 Meridian Reading, PA 19603 35 North Sixth Street P.O. Box 1102 Reading, PA 19603 Robert J. Unruh 35 North Sixth Street Chairman, Meridian P.O. Box 1102 Securities, Inc. Reading, PA 19603 Executive Vice President, Meridian 35 North Sixth Street P.O. Box 1102 Reading, PA 19603 Jan S. Berninger 35 North Sixth Street President, Lehigh Valley P.O. Box 1102 Division, Reading, PA 19603 Meridian Bank 35 North Sixth Street P.O. Box 1102 Reading, PA 19603 David R. Bright 35 North Sixth Street President, Delaware Valley P.O. Box 1102 Division, Reading, PA 19603 Meridian Bank 35 North Sixth Street P.O. Box 1102 Reading, PA 19603 Thomas P. Dautrich 35 North Sixth Street President, Susquehanna Valley P.O. Box 1102 Division, Reading, PA 19603 Meridian Bank 35 North Sixth Street P.O. Box 1102 Reading, PA 19603 Alice D. Flaherty 35 North Sixth Street Executive Vice President, P.O. Box 1102 Meridian Reading, PA 19603 35 North Sixth Street P.O. Box 1102 Reading, PA 19603 R. William Holland 35 North Sixth Street Executive Vice President and P.O. Box 1102 Director of Human Resources, Reading, PA 19603 Meridian 35 North Sixth Street P.O. Box 1102 Reading, PA 19603 Wayne R. Huey, Jr. 35 North Sixth Street Executive Vice President, P.O. Box 1102 Meridian Reading, PA 19603 35 North Sixth Street P.O. Box 1102 Reading, PA 19603 Richard E. Meyers 35 North Sixth Street Executive Vice President, P.O. Box 1102 Meridian Reading, PA 19603 35 North Sixth Street P.O. Box 1102 Reading, PA 19603 George W. Millward 35 North Sixth Street Executive Vice President, P.O. Box 1102 Meridian Reading, PA 19603 35 North Sixth Street P.O. Box 1102 Reading, PA 19603 Thomas G. Strohm 35 North Sixth Street Executive Vice President, P.O. Box 1102 Meridian Reading, PA 19603 35 North Sixth Street P.O. Box 1102 Reading, PA 19603 George W. Grosz 35 North Sixth Street President and Chief Executive, P.O Box 1102 Meridian Asset Management, Reading, PA 19603 Inc. 35 North Sixth Street P.O. Box 1102 Reading, PA 19603 Michael J. Mizak, Jr. 35 North Sixth Street Senior Vice President and P.O. Box 1102 Controller, Reading, PA 19603 Meridian 35 North Sixth Street P.O. Box 1102 Reading, PA 19603
(d) and (e). Neither Meridian nor any person identified in Item 2(a), (b) and (c) hereof has ever been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to any civil proceeding of any judicial or administrative body which resulted in a judgment, decree or final order against such person enjoining him against future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f). Each natural person identified in Item 2(a), (b) and (c) is a citizen of the United States of America. Item 3. Source and Amount of Fund or Other Consideration. The source of funds to be used by Meridian in making a purchase of shares of common stock of CoreStates, upon exercise of the Option (defined in Item 4 hereof) to which this Schedule 13D relates, if and to the extent the Option is exercised, will be either cash on hand at Meridian, dividends from Meridian Bank, DTC, MBNJ and/or other nonbank subsidiaries of Meridian, a loan from an unaffiliated bank or other financial service company, or other borrowings. Meridian has not made, at the date hereof, any definitive plans or arrangements regarding the source of such funds. Assuming the number of shares of CoreStates' common stock outstanding remains unchanged from the number issued and outstanding on September 30, 1995 (i.e., 138,909,597 shares), the exercise of the Option in full, at an Option Price (defined in Item 4 hereof) of $38.50 per share, will result in the purchase of 27,643,009 shares for an aggregate purchase price of $1,064,255,847. Item 4. Purpose of Transaction. On October 10, 1995, Meridian and CoreStates entered into a Stock Option Agreement (the "Stock Option Agreement") in which CoreStates granted to Meridian the option (the "Option") (under certain circumstances, described in this Item 4) to purchase up to 27,643,009 shares of CoreStates' common stock, subject to adjustment upon certain changes in CoreStates' capitalization, at an exercise price per share (the "Option Price") of $38.50; provided, however, that in the event CoreStates issues any shares of its common stock, except for shares issuable under outstanding stock options, at a price less than $38.50 per share, such $38.50 per share price shall be reduced to such lesser price. The Option was granted in connection with the execution by Meridian and CoreStates of a definitive Agreement and Plan of Merger dated as of October 10, 1995 (the "Merger Agreement"), a copy of which is attached hereto as Exhibit 4.1 and incorporated by reference herein, with respect to CoreStates' acquisition of Meridian through the merger of Meridian with and into CoreStates (the "Merger"). Upon completion of the Merger, the registration of Meridian's common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), will be terminated. Meridian required CoreStates to grant the Option as a condition to Meridian entering into the Merger Agreement for the purpose of (i) providing some measure of compensation to Meridian for loss of the benefits expected from the Merger and/or loss of the opportunity to explore other transactions while the Merger is pending in the event that a third party acquires control of CoreStates and (ii) increasing the likelihood that the Merger will be completed. The Option is exercisable only upon the occurrence of certain events which would jeopardize completion of the Merger, none of which has occurred as of the date hereof. These events (collectively, the "Purchase Events") are the following: (i) Without Meridian's prior written consent, CoreStates shall have recommended, publicly proposed or publicly announced an intention to authorize, recommend or propose, or entered into an agreement with any person (other than Meridian or any subsidiary of Meridian) to effect (A) a merger, consolidation or similar transaction involving CoreStates or any of its significant subsidiaries (other than transactions solely between CoreStates' subsidiaries that are not violative of the Merger Agreement), (B) the disposition, by sale, lease, exchange or otherwise, of assets or deposits of CoreStates or any of its significant subsidiaries representing in either case 15% or more of the consolidated assets or deposits of CoreStates and its subsidiaries or (C) the issuance, sale or other disposition by CoreStates of (including by way of merger, consolidation, share exchange or any similar transaction) securities representing 15% or more of the voting power of CoreStates or any of its significant subsidiaries, other than, in each case of (A), (B), or (C), any merger, consolidation, share exchange or similar transaction involving CoreStates or any of its significant subsidiaries in which the voting securities of CoreStates outstanding immediately prior thereto continue to represent (by either remaining outstanding or being converted into the voting securities of the surviving entity of any such transaction) at least 65% of the combined voting power of the voting securities of CoreStates or the surviving entity outstanding immediately after the completion of such merger, consolidation, or similar transaction (provided any such transaction is not violative of the Merger Agreement) (each of (A), (B), or (C), an "Acquisition Transaction"); or (ii) any person (other than Meridian or any subsidiary of Meridian) shall have acquired beneficial ownership (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of or the right to acquire beneficial ownership of, or any "group" (as such term is defined in Section 13(d)(3) of the Exchange Act), other than a group of which Meridian or any subsidiary of Meridian is a member, shall have been formed which beneficially owns or has the right to acquire beneficial ownership of 15% or more of the voting power of CoreStates or any of its significant subsidiaries; or (iii) any person (other than Meridian or any subsidiary of Meridian) shall have commenced (as such term is defined in Rule 14d-2 under the Exchange Act) or shall have filed a registration statement under the Securities Act, with respect to, a tender offer or exchange offer to purchase any shares of CoreStates Common Stock such that, upon consummation of such offer, such person would own or control 15% or more of the then outstanding shares of CoreStates Common Stock (such an offer being referred to herein as a "Tender Offer" or an "Exchange Offer," respectively); or (iv) CoreStates shareholders shall not have approved the Merger by the requisite vote at the CoreStates shareholders' meeting, such shareholders' meeting shall not have been held or shall have been canceled prior to termination of the Merger Agreement, or CoreStates's Board of Directors shall have withdrawn or modified in a manner adverse to Meridian the recommendation of CoreStates's Board of Directors with respect to the Merger Agreement, in each case after it shall have been publicly announced that any person (other than Meridian or any subsidiary of Meridian) shall have (A) made, or disclosed an intention to make, a bona fide proposal to engage in an Acquisition Transaction, (B) commenced a Tender Offer or filed a registration statement under the Securities Act with respect to an Exchange Offer or (C) filed an application (or given a notice), whether in draft or final form, under the Home Owners' Loan Act, as amended, the BHC Act, the Bank Merger Act, as amended or the Change in Bank Control Act of 1978, as amended, for approval to engage in an Acquisition Transaction. In addition, CoreStates must provide Meridian with notice of certain Preliminary Purchase Events. A "Preliminary Purchase Event" means any of the following events: (i) any person (other than Meridian or any subsidiary of Meridian) shall have made a bona fide proposal to CoreStates or its shareholders by public announcement, or written communication that is or becomes the subject of public disclosure, to engage in an Acquisition Transaction; or (ii) after a proposal is made by a third party to CoreStates or its shareholders to engage in an Acquisition Transaction, or such third party states its intention to the CoreStates to make such a proposal if the Plan terminates, CoreStates shall have breached any representation, warranty, covenant or agreement contained in the Plan; or (iii) any person (other than Meridian or any subsidiary of Meridian) other than in connection with a transaction to which Meridian has given its prior written consent, shall have filed an application or notice with any Regulatory Authority for approval to engage in an Acquisition Transaction; or (iv) any event entitling Meridian to terminate the Plan pursuant to Section 7.01(E) thereof. The Stock Option Agreement provides that it shall terminate upon (1) effectiveness of the Merger contemplated by the Merger Agreement, (2) termination of the Merger Agreement in accordance with the provisions thereof, or (3) eighteen (18) months after the termination of the Merger Agreement if such termination occurs after a Purchase Event or Preliminary Purchase Event. Acquisition by Meridian of shares of CoreStates' common stock pursuant to exercise of the Option would be subject to prior regulatory approval under certain circumstances. The foregoing description of the Stock Option Agreement does not purport to be complete and is qualified in its entirety by the text of such Stock Option Agreement which is incorporated herein by reference and attached hereto as Exhibit 4.2. Item 5. Interest in Securities of the Issuer. (a) Based on 138,909, 597 shares of CoreStates common stock outstanding on September 30, 1995, Meridian may be deemed the beneficial owner, in the aggregate, of 27,643,009 shares of CoreStates common stock, all being shares which, though presently unissued, are issuable in accordance with the terms and conditions of the Option. These 27,643,009 shares would represent approximately 19.9 of CoreStates shares of common stock outstanding upon issuance, assuming that no other shares are issued by CoreStates, including shares issuable upon exercise of options outstanding for CoreStates' common stock. To the knowledge of Meridian, no person identified in Item 2(a), (b) and (c) hereof is the beneficial owner of any shares of common stock of CoreStates. Because the Option can be exercised only upon the occurrence of certain events, none of which has occurred as of the date hereof, Meridian disclaims beneficial ownership of shares of CoreStates common stock subject to the Option. (b) Meridian will have sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of any shares of CoreStates' common stock which Meridian may acquire upon exercise of the Option. (c) There were no transactions in the common stock of CoreStates effected by Meridian or, to the knowledge of Meridian, by any person identified in Item 2(a), (b) and (c) hereof during the sixty days preceding the date of this Schedule 13D. (d) No person other than Meridian has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of common stock of CoreStates that may be deemed beneficially owned by Meridian on account of this Option. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Except for the Merger Agreement (including the Affiliate Letters contemplated thereby) and the Stock Option Agreement, neither Meridian nor, to the knowledge of Meridian, any person identified in Item 2(a), (b) and (c) hereof is a party to any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of CoreStates including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. 4.1 Agreement and Plan of Merger, dated as of October 10, 1995, between Meridian Bancorp, Inc. and CoreStates Financial Corp 4.2 Stock Option Agreement, dated as of October 10, 1995, between Meridian Bancorp, Inc. and CoreStates Financial Corp Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. October 20, 1995 MERIDIAN BANCORP, INC. By /s/David E. Sparks David E. Sparks, Vice Chairman and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----