-----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, LI7ypKRunWfGRZtfN2FHtohqKuvhlNP4IdQAOzpVuGs6V3DvgURcJbQixHGVb6oC NLvMc8WcFY0Aaz95JjKn4w== 0000950109-95-000116.txt : 19950607 0000950109-95-000116.hdr.sgml : 19950607 ACCESSION NUMBER: 0000950109-95-000116 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950123 SROS: NYSE FILER: 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-53539 FILM NUMBER: 95502284 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 POS AM 1 POST-EFFECTIVE AMENDMENT As filed with the Securities and Exchange Commission on January 23, 1995 Registration No. 33-53539 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 __________________________________ POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 ON FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________ CORESTATES FINANCIAL CORP (Exact name of registrant as specified in its charter) Pennsylvania 23-1899716 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Philadelphia National Bank Building Broad and Chestnut Streets Philadelphia, Pennsylvania 19107 215-973-5680 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) __________________________________ Independence Bancorp, Inc. 1992 Employee Long Term Incentive Plan Independence Bancorp, Inc. 1992 Nonemployee Directors Stock Option Plan Independence Bancorp, Inc. Stock Option Plan (Full title of the plan) __________________________________ DAVID T. WALKER Deputy Chief Counsel CoreStates Financial Corp F.C. 1-1-17-1 Post Office Box 7618 Philadelphia, Pennsylvania 19101-6187 215-973-3806 (Name, Address, including zip code and telephone number, including area code, of agent for service) Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date of this Registration Statement. __________________________________ If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X] __________________________________ This Registration Statement also relates to an indeterminate number of shares of CoreStates Financial Corp Common Stock, $1.00 par value, that may be issued upon stock splits, stock dividends, or similar transactions in accordance with Rule 416. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS /1/ Item 1. Plan Information Item 2. Registrant Information and Employee Plan Annual Information ________________________________ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents previously filed by CoreStates Financial Corp ("CoreStates") with the Commission pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein by reference: 1. the Annual Report on Form 10-K for the year ended December 31, 1993 (which includes portions of the 1993 Annual Report to Shareholders); 2. the Current Reports on Form 8-K dated January 19, 1994; March 7, 1994; March 16, 1994 as amended by Form 8-K/A, Amendment No. 1, dated May 5, 1994 and Form 8-K/A, Amendment No. 2 dated September 13, 1994; April 19, 1994; April 29, 1994; May 5, 1994 (which includes the consolidated financial statements of CoreStates for the year ended December 31, 1993 restated to incorporate Constellation Bancorp which was acquired on March 16, 1994) as amended by Form 8-K/A, Amendment No. 1 dated September 13, 1994; May 19, 1994; June 8, 1994, June 27, 1994, as amended by Form 8-K/A, Amendment No. 1 dated September 13, 1994; July 14, 1994; July 20, 1994; September 13, 1994 (which includes the consolidated financial statements of CoreStates for the year ended December 31, 1993 restated to incorporate Independence Bancorp, Inc. which was acquired on June 27, 1994); September 14, 1994; October 19, 1994; and December 2, 1994 filed with the Commission pursuant to Section 13(a) of the Exchange Act; 3. the Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994, as amended by Form 10-Q/A, Amendment No. 1, dated September 13, 1994; June 30, 1994; and September 30, 1994. 4. the description of CoreStates Common Shares contained in CoreStates' Registration Statement on Form 8-A/A dated December 22, 1993. _________________ /1/ This information is not required to be included in, and is not incorporated by reference in, this Registration Statement. All Documents subsequently filed by CoreStates pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this post-effective amendment to registration statement and prior to the filing of a subsequent post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Item 4. Description of Securities. Not applicable. Item 5. Interest of Named Experts and Counsel. The validity of the CoreStates Common Stock to be issued under the Plans has been passed upon by David J. Martin, Esq., Executive Vice President and Chief Counsel of CoreStates. At November 30, 1994 Mr. Martin was the beneficial owner of 11,405 shares of CoreStates Common Stock and options covering an additional 52,736 shares of CoreStates Common Stock. Item 6. Indemnification of Directors and Officers. Sections 1741 et seq. of the Pennsylvania Business Corporation Law provide that a business corporation may indemnify directors and officers against liabilities they may incur in such capacities provided certain standards are met, including good faith and reasonable belief that the particular action is in, or not opposed to, the best interests of the corporation. In general, this power to indemnify does not exist in the case of actions against a director or officer by or in the right of the corporation if the person entitled to indemnification shall have been adjudged to be liable for negligence or misconduct in the performance of the person's duties. However, Section 1746 provides that the other sections of the law are not exclusive and that further indemnification may be provided by by-law, agreement or otherwise except where the act or failure to act giving rise to a claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. CoreStates is required to indemnify directors and officers against expenses they may incur in defending action against them in such capacities if they are successful on the merits or otherwise in the defense of such actions. The by-laws of CoreStates provide for the mandatory indemnification of directors and officers to the full extent permitted by law. CoreStates has purchased directors' and officers' liability insurance covering certain liabilities which may be incurred by its officers and directors in connection with the performance of their duties. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. 4 The rights of the holders of CoreStates's common stock are contained in the Articles of Incorporation of CoreStates as amended through May 3, 1993, filed as Exhibit 3(a) to CoreStates's Current Report on Form 8-K dated October 21, 1993, and incorporated herein by reference. * 5 Opinion re Legality. * 23 Consent of David J. Martin (included in 5. above). * 24 Power of Attorney. * filed with original Form S-4 Registration Statement No. 33-53539. Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not -------- ------- apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; (2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and. where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post Effective Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, and Commonwealth of Pennsylvania, on this 23rd of January, 1995. CORESTATES FINANCIAL CORP By: /s/ Terrence A. Larsen ------------------------------------- Terrence A. Larsen Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post Effective Amendment to Registration Statement has been signed below by the following persons in the capacities and on the date indicated below.
Signatures Capacity Date - ----------------------------------------------------------------------- * Director, Chairman January 23, 1995 - --------------------------- of the Board, TERRENCE A. LARSEN President and Chief Executive Officer (principal executive officer) /s/ DAVID C. CARNEY Chief Financial January 23, 1995 - ------------------------- Officer (principal DAVID C. CARNEY financial officer) * Executive Vice January 23, 1995 - --------------------------- President (principal ALBERT W. MANDIA accounting officer) * Director January 23, 1995 - --------------------------- GEORGE A. BUTLER * Director January 23, 1995 - --------------------------- NELSON G. HARRIS * Director January 23, 1995 - --------------------------- CARLTON E. HUGHES Director - --------------------------- SHIRLEY A. JACKSON
Signatures Capacity Date - ---------------------------------------------------------------------- * Director January 23, 1995 - ---------------------------- ERNEST E. JONES * Director January 23, 1995 - ---------------------------- HERBERT LOTMAN Director - ---------------------------- GEORGE V. LYNETT * Director January 23, 1995 - ---------------------------- PATRICIA A. MCFATE * Director January 23, 1995 - ---------------------------- JOHN A. MILLER * Director January 23, 1995 - ---------------------------- MARLIN MILLER, JR. * Director January 23, 1995 - ---------------------------- STEPHANIE W. NAIDOFF * Director January 23, 1995 - ---------------------------- SEYMOUR S. PRESTON,III * Director January 23, 1995 - ---------------------------- JAMES M. SEABROOK * Director January 23, 1995 - ----------------------------- J. LAWRENCE SHANE Director - ---------------------------- RAYMOND W. SMITH * Director January 23, 1995 - ---------------------------- HAROLD A. SORGENTI * Director January 23, 1995 - ---------------------------- PETER S. STRAWBRIDGE
* By: /s/ David C. Carney --------------------------- David C. Carney Attorney-in-Fact EXHIBIT INDEX Number Page ------ ---- 4 The rights of the holders of CoreStates's common stock are contained in the Articles of Incorporation of CoreStates as amended through May 3, 1993, filed as Exhibit 3(a) to CoreStates's Current Report on Form 8-K dated October 21, 1993,and incorporated herein by reference. * 5 Opinion re Legality. * 23 Consent of David J. Martin (included in 5. above). * 24 Power of Attorney. * filed with original Form S-4 Registration Statement No. 33-53539. -----END PRIVACY-ENHANCED MESSAGE-----