-----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, j7+tfBgWHxLhj9WUumtmw8i0EiJCNiw7U6oz2iTSf7g78UZiJCm0LEwOAC5nha9G zwgcvtqQhJM5JS8tHidFeg== 0000950109-94-001895.txt : 19941021 0000950109-94-001895.hdr.sgml : 19941021 ACCESSION NUMBER: 0000950109-94-001895 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941019 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19941020 SROS: NONE 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: 94554228 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): October 19, 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 of 7 Item 5. Other Events. ------------- The information set forth in the earnings news release of CoreStates Financial Corp as Exhibit 28 is incorporated by reference and made a part hereof. Item 7. Exhibits -------- 28 CoreStates Financial Corp Earnings News Release dated October 19, 1994 SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CORESTATES FINANCIAL CORP (Registrant) By /s/David J. Martin ------------------------- David J. Martin Executive Vice President and Chief Counsel Dated: October 20, 1994 Page 2 of 7 Exhibit Index ------------- Exhibit No. Page - ----------- ---- 28 CoreStates Financial Corp Earnings News Release Dated October 19, 1994 4 Page 3 of 7 EX-28 2 EXHIBIT 28 [LOGO OF CORESTATES APPEARS HERE] Contact Gary Brooten or Gregg Feistman (215) 973-3546 For Release Immediately Upon Receipt CoreStates Reports Record Earnings in Third Quarter Philadelphia, October 19, 1994--CoreStates Financial Corp today reported third quarter net income of $104,221,000 or 74 cents per share, a per share improvement of 12% from $96,081,000 or 66 cents per share in the third quarter of 1993. The 1994 earnings were a new quarterly record, and the regional banking services company continued to improve upon its strong performance ratios of recent years. Return on average assets was 1.50% and return on average equity was 18.91%, up from 1.38% and 17.09%, respectively, a year earlier. Year-to-date earnings, excluding all closing costs related to CoreStates acquiring Constellation Bank in the first quarter and Independence Bancorp in the second quarter, were $2.14 per share for 1994, compared to $1.84 per share a year earlier. Including the closing costs, the 1994 nine-months' net income was $133,887,000 or 97 cents per share. All 1993 results are restated to reflect the pooling of interests with the two acquired banking companies. Terrence A. Larsen, chairman, said the third quarter results reflected continuing strength of the basic banking businesses in a challenging environment, and also demonstrated good progress toward achieving efficiencies from recent acquisitions. -more- Page 4 of 7 2 Compared with the 1993 third quarter results, Larsen said, sluggish growth in loans and flat revenues from fee-based services were offset by a strong net financial margin, an improved efficiency ratio and a better earning asset mix. Net interest income was up 4% from the 1993 third quarter but only slightly from the second quarter. Average assets were level for all three quarters, with growth in credit card and commercial finance outstandings offsetting sales of $230 million of assets in connection with the acquisitions. The net financial margin grew from 5.63% a year ago to 5.86%, best among regional banking companies in the second quarter, and 5.91% in the third quarter. Non-interest income was down year-to-year, reflecting a total of $22 million in one-time or acquisition-related items. These included a one- time gain of $11 million in the 1993 third quarter from the sale of branches in the Virgin Islands. They also include $6.5 million in one- time 1993 gains and 1994 losses and a $4.5 million decrease in ongoing non-interest revenues all of which result from acquisition-related business changes. Overall revenues from fee-based services were flat year-to-year, but income from CoreStates' joint venture, Electronic Payment Services, Inc., was up nearly $5 million as a result of the late 1993 restructuring of that investment. Except for international service fees, which have grown strongly over the last several quarters, fees also were flat or slightly down from the second quarter of 1994. On the expense side, CoreStates' efficiency ratio (expenses to revenues) was 60.96% for the third quarter, improved from 62.77% a year earlier. Total non-financial expenses were down $20 million, of -more- Page 5 of 7 3 which $10 million reflected a one-time charge in the third quarter of 1993 for structuring the new Transys business unit. Excluding that one-time item, expenses were down by 3.4% year-to-year. Non-performing assets at September 30 were $356.6 million, compared to $493.6 million at September 30, 1993 and $352.1 million at June 30, 1994. The slight increase from June 30 reflected ongoing general improvement offset by the addition of a single $25 million credit to the category. The consolidated provision for loan losses was $25 million, compared to $30 million in the year earlier quarter and unchanged from the regular provision in the second quarter of 1994. Net charge-offs were $22.4 million for the third quarter and $194.9 million for the first nine months of 1994, compared to $35.3 million and $86.2 million, respectively, in 1993. The consolidated reserve for loan losses at September 30 was $478 million, or 172% of non-performing loans. Consolidated total assets at September 30 were $27.0 billion, including $19.7 billion of loans. Consolidated total deposits were $19.5 billion. Shareholders' equity at September 30 was $2.2 billion, or 8.1% of total assets. The Tier 1 leverage ratio (Tier 1 or core capital as a percentage of quarterly average assets) was 7.9% for the quarter. Tier 1 capital at September 30 was 9.1% of risk-adjusted assets and total capital was 13.2% of risk-adjusted assets, compared to minimum regulatory requirements of 4% and 8% respectively. The one-time charges associated with the acquisitions were $195 million in the first quarter and $59 million in the second quarter. -30- Page 6 of 7 CoreStates Financial Corp (in thousands, except per share amounts)
Three Months Ended Nine Months Ended September 30, September 30, -------------------- -------------------- 1994 1993(a) 1994 1993(a) --------- --------- --------- --------- Income before cumulative effect of a change in accounting principle $104,221 $ 96,081 $137,317(b) $267,753 ========= ========= ======== ======== Net income $104,221 $ 96,081 $133,887(c) $254,743(d) ========= ========= ======== ======== Per Share - --------- Income before cumulative effect of a change in accounting principle $0.74 $0.66 $0.97(b) $1.84 ===== ===== ===== ===== Net income $0.74 $0.66 $0.95(c) $1.75(d) ===== ===== ===== ===== Average number of shares outstanding 141,033 145,702 142,581 145,431 ======= ======= ======= =======
(a) Restated to include Constellation Bancorp which was acquired on March 16, 1994 and Independence Bancorp which was acquired on June 27, 1994. Both transactions were accounted for as a pooling of interests. (b) Excluding after-tax merger-related charges of $127.8 million, or $0.89 per share, recorded in the first quarter of 1994 for the Constellation acquisition and $39.6 million, or $0.28 per share, recorded in the second quarter of 1994 for the Independence acquisition, selected financial results for the nine months of 1994 compared to the prior year follows:
1994 1993 ------ ------- Income before cumulative effect of a change in accounting principle $304,764 $267,753 Per share $2.14 $1.84
(c) Reflects Independence's writedown to fair value for certain mortgage securities deemed to be impaired under FASB's 1994 interpretation of FAS 115. (d) Reflects the adoption of Statement of Financial Accounting Standards No. 112, "Employers' Accounting for Postemployment Benefits" (FAS 112). As required under FAS 112, CoreStates recognized immediately the January 1, 1993 transitional liability of $20.0 million pre-tax, $13.0 million after- tax or 0.09 per share, as the cumulative effect of a change in accounting principle in the first quarter of 1993. Page 7 of 7 -----END PRIVACY-ENHANCED MESSAGE-----