-----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, QDGE2j1HuLvv7Gp63EIMvXHfpJgwU/dF/6Q909GrPTFTDiSDBzrF4PEk1K7oGHI5 S3DMaWbB+EHYTHkKft8VyQ== 0000950109-96-002075.txt : 19960411 0000950109-96-002075.hdr.sgml : 19960411 ACCESSION NUMBER: 0000950109-96-002075 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960409 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960410 SROS: NYSE SROS: PHLX 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11285 FILM NUMBER: 96545991 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): April 9, 1996 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) 973-7488 - -------------------------------------------------------------------------------- (Former name and former address, if changed since last report) 1 of 7 Item 5. Other Events. ------------- The information set forth in the news releases of CoreStates Financial Corp dated April 9, 1996 announcing the agreement for Commonwealth Savings Bank to acquire 11 Meridian Bancorp branch offices in connection with the merger of CoreStates Financial Corp and Meridian Bancorp and the completion of the merger of CoreStates Financial Corp and Meridian Bancorp as Exhibits 99a and 99b is incorporated by reference and made a part hereof. Item 7. Exhibits -------- 99a CoreStates Financial Corp News Release dated April 9, 1996 regarding Commonwealth Savings Bank. 99b CoreStates Financial Corp News Release dated April 9, 1996 regarding the completion of the merger with Meridian Bancorp. 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 T. Walker ------------------------- David T. Walker Counsel Dated: April 10, 1996 2 of 7 Exhibit Index ------------- Exhibit No. Page - ----------- ---- 99a CoreStates Financial Corp News Release Dated April 9, 1996 regarding Commonwealth Savings Bank 4 99b CoreStates Financial Corp News Release Dated April 9, 1996 regarding the completion of the merger with Meridian Bancorp 6 Page 3 of 7 EX-99.A 2 NEWS RELEASE DATED 4/9/96 Exhibit 99a CoreStates Financial Corp Broad and Chestnut Streets P.O. Box 7558 Philadelphia, PA 19101-7558 Contact CoreStates: Gary Brooten, (215) 973-3546 Commonwealth Savings: Patrick J. Ward, (610) 251-1510 For Release Immediately Upon Receipt Commonwealth Savings Bank Agrees To Purchase Branches Being Divested In Connection with CoreStates-Meridian Merger Philadelphia, April 9, 1996--Commonwealth Savings Bank, Meridian Bancorp and CoreStates Financial Corp today announced an agreement for Commonwealth to acquire 11 Meridian branch offices in Berks and Lebanon counties in southeastern Pennsylvania. The sale is necessary to complete CoreStates' pending acquisition of Meridian, based on an agreement signed last month by CoreStates, the U.S. Department of Justice and the Office of the Attorney General for the Commonwealth of Pennsylvania. The sale agreement calls for the branches to be transferred to Commonwealth by late second quarter, 1996. Besides the 10 Berks county and one Lebanon county branches, the sale includes associated deposits totaling $424 million and $128 million of commercial, consumer and residential mortgage loans. The aggregate pricing of the sale is based on a percentage of deposits transferred at closing and on a valuation of the loans. The ultimate sale price will be a function of the level of deposits and loans transferred at the time of closing. Page 4 of 7 Charles H. Meacham, Commonwealth Savings chairman and chief executive officer, said Commonwealth intends to operate all 11 Meridian locations and also intends to offer positions to all employees of each Meridian branch. "We are very pleased to have these employees join our organization," Meacham said. "I have always believed that Meridian Bank was one of our strongest competitors, which is testimony to the strength of its people." Furthermore, Meacham stated that Commonwealth intends to hire additional lenders and staff to support its expansion into the Berks-Lebanon market. Commonwealth also expects the acquisition to be accretive to its earnings in 1996. Terrence A. Larsen, chairman and chief executive officer of CoreStates, said, "We have selected the buyer for these branch offices who will be best for the community and for the customers involved. We look forward to working with Commonwealth to effect a smooth transition for customers and employees." The merger of Meridian into CoreStates will result in a $45 billion-plus banking services company with leading geographic market positions in its region and specialized strengths in serving key regional, national and global financial services market segments. Page 5 of 7 EX-99.B 3 NEWS RELEASE DATED 4/9/96 Exhibit 99b CoreStates Financial Corp Broad and Chestnut Streets P.O. Box 7558 Philadelphia, PA 19101-7558 Contact Gary Brooten or George Biechler (215) 973-3546 For Release Immediately Upon Receipt CoreStates Completes Meridian Acquisition; Executive Transition Plans Announced Philadelphia, April 9, 1996--CoreStates Financial Corp (NYSE -- CFL) announced that it completed its merger with Meridian Bancorp (NASDAQ -- MRDN) today. The merger creates a banking services organization with $45 billion in assets and leading market positions in a geographic area comprised of central and eastern Pennsylvania, New Jersey and Delaware, as well as strong positions in key national and global market segments. The companies' subsidiary banking units will be merged and consolidated in stages over the next six months, and customers will receive advance notice of changes affecting them. Meridian shareholders will receive 1.225 shares of CoreStates stock for each of Meridian's 68 million shares outstanding. CoreStates said that Meridian's two top executives will have extended transitional roles at the merged company in lieu of permanent senior positions. Page 6 of 7 Samuel A. McCullough, who was chairman, president and chief executive officer of Meridian Bancorp, will assume the presidency of CoreStates through June 30, and then will move into a one year contract as an exclusive and full time consultant with broad responsibilities in customer calling, representing CoreStates before public bodies and industry associations, and advising the company's senior management. He will be a CoreStates Financial Corp director. David E. Sparks, who was chief financial officer of Meridian, will assume that role with CoreStates for a transitional period. McCullough, as noted in the proxy statement for the February 6 shareholder vote on the merger, had not signed an agreement with CoreStates to replace his Meridian contract. In the intervening months, Terrence A. Larsen, chairman of CoreStates, said, he and McCullough have been working to define the most productive role for McCullough in the new organization. "I am tremendously pleased that Sam will devote full time to helping us meet the interests of all our stakeholders through the middle of 1997," Larsen said. McCullough said, "I look forward to continuing to serve our customers in the new company." Larsen said Sparks also had expressed a desire to pursue other long-term plans, and "we are delighted that he agreed to remain for a period that will provide for an orderly transition." Page 7 of 7 -----END PRIVACY-ENHANCED MESSAGE-----