-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, kwZEmq8wOuS8lDdbJlj0H2nqnmYv8ba4YgYDPh4MXPQcTzgIP3c/FJytOVOHmUBa 6o4edfPc50vPhjMTOeSIdA== 0000950109-94-001362.txt : 19940804 0000950109-94-001362.hdr.sgml : 19940804 ACCESSION NUMBER: 0000950109-94-001362 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940714 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19940803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORESTATES FINANCIAL CORP CENTRAL INDEX KEY: 0000069952 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 231899716 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11285 FILM NUMBER: 94541487 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 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Act of 1934 Date of Report (Date of earliest event reported): July 14, 1994 CoreStates Financial Corp - -------------------------------------------------------------------------------- (Exact name of registrant specified in its Charter) Pennsylvania 0-6879 23-1899716 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employee jurisdiction of File Number) identification No.) incorporation) Centre Square West, 1500 Market Street Philadelphia, Pennsylvania 19101 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone, including area code: (215) 973-3806 -------------- - -------------------------------------------------------------------------------- (Former name and former address, if changed since last report) Page 1 0f 5 Item 5. Other Events. ------------- Amendment No. 1 dated July 14, 1994 to the Agreement and Plan of Merger between CoreStates Financial Corp and Germantown Savings Bank Dated May 7, 1994 is filed herewith as Exhibit 2. Item 7. Exhibits -------- 2 Amendment No. 1 dated July 14, 1994 to the Agreement and Plan of Merger between CoreStates Financial Corp and Germantown Savings Bank Dated May 7, 1994. CORESTATES FINANCIAL CORP (Registrant) By /s/David T. Walker ------------------------ David T. Walker Deputy Chief Counsel Dated: August 3, 1994 Page 2 of 5 Exhibit Index ------------- Exhibit No. Page - ----------- ---- 2 Amendment No. 1 dated July 14, 1994 to the Agreement and Plan of Merger between CoreStates Financial Corp and Germantown Savings Bank Dated May 7, 1994. 4 Page 3 of 5 EX-2 2 PLAN OF AQUISITION Exhibit 2 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER ("Amendment No. 1") is made this 14th day of July, 1994, by and between CORESTATES FINANCIAL CORP, a Pennsylvania corporation ("Acquiror") and GERMANTOWN SAVINGS BANK, a Pennsylvania capital stock savings bank ("Acquiree"). WHEREAS, Acquiror and Acquiree are parties to that certain Agreement and Plan of Merger dated May 7, 1994 (as amended from time to time, the "Agreement"), providing for the acquisition of Acquiree by Acquiror; and WHEREAS, Acquiror and Acquiree have agreed to amend the Agreement as set forth herein, subject to the terms and conditions hereof. NOW THEREFORE, in consideration of the foregoing premises and of the mutual covenants, representations, warranties and agreements herein contained, the parties, intending to be legally bound hereby, agree as follows: 1. Definitions. Capitalized terms used herein and not otherwise ----------- defined herein shall have the meanings ascribed thereto in this Agreement. 2. Amendment to Section 4.2 (Conduct of the Business of Acquiree ------------------------------------------------------------- Pending the Closing Date). The parenthetical clause in the second clause of - -------------------------- Section 4.2(c)(ii) is hereby amended and restated to read in its entirety as follows: (the record dates for which shall be May 12, 1994, August 15, 1994, and thereafter the sixth day of September, December, March and June, as applicable) 3. Miscellaneous. ------------- a. This Amendment No. 1 shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to the conflict of laws rules thereof. b. This Amendment No. 1 may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. c. Except as otherwise expressly provided herein or in or pursuant to the Merger Agreement, this Amendment No. 1 contains the entire agreement between the parties with respect to the transactions contemplated hereunder and supersedes all prior arrangements or understandings with respect thereto, written or Page 4 of 5 oral. The terms and conditions of this Amendment No. 1 shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Nothing in this Amendment No. 1, expressed or implied, is intended to confer upon any party, other than the parties hereto, and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Amendment No. 1, except as expressly provided herein. IN WITNESS WHEREOF, each of Acquiror and Acquiree have executed this Agreement as of the date first above written. CORESTATES FINANCIAL CORP By: /s/ Jorge A. Leon ------------------------------- Name: Jorge A. Leon Title: Senior Vice President GERMANTOWN SAVINGS BANK By: /s/ Martin I. Kleppe ------------------------------- Name: Martin I. Kleppe Title: President -2- Page 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----