-----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, Xd/kF776y4OvuBGUdRiCxUm7UnE/djdW6rpYtLRKfXMdYV2yWQGxsPco2W7aXLQX tHxDq5DGAqCsNhkwvDfPDw== 0000950109-95-001265.txt : 19950417 0000950109-95-001265.hdr.sgml : 19950417 ACCESSION NUMBER: 0000950109-95-001265 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950414 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: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 033-54049 FILM NUMBER: 95528970 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 424B2 1 PRICE SUPPLEMENT Rule 424 (b) (2) File Nos. 33-54049 Pricing Supplement No. 105 Dated April 14, 1995 (To Prospectus dated September 15, 1994 and Prospectus Supplement dated September 15, 1994). $1,000,000,000 CORESTATES CAPITAL CORP Senior Medium-Term Floating Rate Notes Due Nine Months or More From Date of Issue Unconditionally Guaranteed as to Payment of Principal, Premium, if any, and Interest by CORESTATES FINANCIAL CORP Cusip: 21869EEK7 Principal Amount: $50,000,000.00 Settlement Date: 04/19/95 Base Rate: LIBOR (TELERATE PG.3750) Index Maturity: 1 MONTH LIBOR Initial Interest Rate: 6.175 (6.125% TELERATE PG.3750 4/13/95) Spread or Spread Multiplier, if applicable: PLUS 5 BPS. Interest Rate Reset Dates: THIRD WEDNESDAY OF EACH MONTH Interest Payment Dates: THIRD WEDNESDAY OF EACH MONTH First Coupon: 05/17/95 Day Count: ACTUAL/360 Stated Maturity Date: 08/19/98 Maximum Interest Rate, if any: Minimum Interest Rate, if any: Alternate Rate Event Spread, if any: Initial Redemption Percentage, if any: Optional Repayment Dates, if any: PAGE 1 of 3 *** REVERSE INQUIRY MEDIUM TERM NOTE AGENT: CHASE SECURITIES, INC. MTN Pricing Supplement RECENT DEVELOPMENTS The following is unaudited consolidated financial information for CoreStates Financial Corp ("CoreStates") and its subsidiaries for the three and twelve-month periods ended December 31, 1994 and 1993. The following financial information should be read in conjunction with the fourth quarter of 1994 news release contained in CoreStates' current report on Form 8-K dated January 18, 1995. This report is incorporated by reference in the accompanying prospectus. See "Incorporation of Certain Documents by Reference" in the accompanying prospectus. Prior year data have been restated to include the consolidated accounts of Constellation Bancorp ("Constellation"), which was acquired on March 16, 1994, and Independence Bancorp, Inc. ("Independence"), which was acquired on June 27, 1994. Both transactions were accounted for under the pooling of interests method of accounting.
Three Months Ended Twelve Months Ended December 31, December 31, ------------------------- ---------------------------- 1994 1993 1994 1993 ---------- ---------- ------------ ------------ (in thousands, except per share amounts) Selected income data: Net interest income........ $359,247 $333,420 $1,389,369 $1,325,271 Provision for losses on loans..................... 25,000 29,646 246,900 121,201 Income before cumulative effect of a change in accounting principle...... 111,475 94,676 248,792/(a)/ 362,429 Net Income................. 111,475 94,676 245,362/(b)/ 349,419/(c)/ Per Share: Income before cumulative effect of a change in accounting principle...... .78 .65 1.75/(a)/ 2.49 Net income................. .78 .65 1.73/(b)/ 2.40/(c)/
/(a)/Excluding after-tax merger-related charges of $127.8 million or $.89 per share recorded in the first quarter of 1994 for the Constellation acquisition and $39.6 million or $.28 per share recorded in the second quarter of 1994 for the Independence acquisition, selected financial results for the twelve months ended December 31, 1994, compared to 1993, follows:
1994 1993 -------- -------- Income before cumulative effect of a change in accounting principle.... $416,239 $362,429 Per share............................. $2.92 $2.49 Return on average total assets........ 1.50% 1.31% Return on average common shareholders' equity................ 18.34% 16.49%
/(b)/Reflects Independence's $3.4 million after-tax, or $.02 per share, writedown to fair value for certain mortgage securities deemed to be impaired under FASB's 1994 interpretation of Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities." /(c)/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 the January 1, 1993 transitional liability of $20.0 million pre-tax, $13.0 million after-tax or $.09 per share, as the cumulative effect of a change in accounting principle in the first quarter of 1993. MTN Pricing Supplement RECENT DEVELOPMENTS - continued The ratio of earnings from continuing operations before income taxes to fixed charges of continuing operations for the twelve months ended December 31, 1994 was as follows: Combined CoreStates (parent company) and CoreStates Capital................. 2.81x CoreStates consolidated: Excluding interest on deposits......... 3.01 Including interest on deposits......... 1.70
Fourth Quarter Results - ----------------- CoreStates recorded net income of $111.5 million or $.78 per share in the fourth quarter of 1994, compared to $94.7 million or $.65 per share for the same period in 1993. Returns on average assets and average shareholders' equity for the fourth quarter of 1994 were 1.60% and 19.50%, respectively, compared to 1.35% and 16.47%, respectively, in the 1993 fourth quarter. The 20.0% increase in fourth quarter net income per share was principally attributable to: a $25.8 million, or 7.7% improvement in net interest income reflecting an increase in the net interest margin mostly due to increases in average credit card outstandings and asset-based loans; a $4.6 million reduction in the provision for losses on loans, mostly due to improved credit quality including a 12.8% reduction in non-performing assets during the fourth quarter; and a $10.0 million, or 3.1%, decline in non-financial expenses. The net financial margin for the fourth quarter of 1994 was 5.89%, compared to 5.55% for the prior year fourth quarter. Average loans outstanding for the fourth quarter of 1994 were $19.8 billion, up to 2.3% from the prior year fourth quarter. Excluding the impact of securities gains, non-interest income for the fourth quarter of 1994 grew 2.8% over the fourth quarter of 1993. Non-interest income for the fourth quarter of 1994 reflects minimal growth in revenues from CoreStates' fee-based businesses as a $2.5 million or 14.0%, increase in fees for international services and a $1.3 million, or 8.0% increase in debit and credit card fees were mostly offset by a $2.5 million, or 5.4% decline in service charges on deposits. The decline in service charges on deposits reflects the decision by commercial customers to maintain deposit balances with CoreStates in lieu of paying cash for transaction services. The value of these deposit balances is included in net interest income. Investment securities gains in the fourth quarter of 1994 were $4.6 million, compared to $10.6 million in the prior year fourth quarter. Non-financial expenses for the fourth quarter of 1994 totalled $306.7 million, a decrease of 3.1% from the fourth quarter of 1993. CoreStates' total non-financial expenses, excluding other real estate owned expenses, as a percentage of total revenues were 59.7%, compared to 63.2% for the prior year fourth quarter. The decline in non-financial expenses reflects some progress toward achieving efficiencies from recent acquisitions and the heightened attention to expense management created by the process redesign program initiated in September 1994. Consolidated total assets at December 31, 1994 were $29.3 billion. The December 31, 1994 tier 1 capital ratio, total capital ratio and tier 1 leverage ratio at 8.6%, 12.4% and 7.8% respectively, were well in excess of regulatory guidelines. -----END PRIVACY-ENHANCED MESSAGE-----