-----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, TMjr4lxyfh2j51/07r7halzV1VBNTd52/iTkJnI5LC0CKSJemEs3WjKuQhWS/TeD noh5fGhGT0h4Nujo/dkDfw== 0000950109-94-000641.txt : 19940407 0000950109-94-000641.hdr.sgml : 19940407 ACCESSION NUMBER: 0000950109-94-000641 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940316 ITEM INFORMATION: 2 ITEM INFORMATION: 7 FILED AS OF DATE: 19940406 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: 34 SEC FILE NUMBER: 001-11285 FILM NUMBER: 94520523 BUSINESS ADDRESS: STREET 1: CENTRE SQUARE WEST STREET 2: 1500 MARKET ST CITY: PHILADELPHIA STATE: PA ZIP: 19101 BUSINESS PHONE: 2159733806 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): March 16, 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 2. Acquisition or Disposition of Assets ------------------------------------ On March 16, 1994, CoreStates Financial Corp (the "Corporation") acquired all of the outstanding shares of Constellation Bancorp ("Constellation"). The acquisition was effected through a merger of Constellation with and into the Corporation (the "Merger") in accordance with (i) an Amended and Restated Agreement and Plan of Merger between the Corporation and Constellation dated as of August 2, 1993 (the "Agreement"). The Agreement is attached as Appendix I to Constellation's Proxy Statement, dated February 11, 1994 (the "Proxy Statement"), which is Exhibit 2.1 hereto. The Articles of Merger dated March 16, 1994 are Exhibit 2.2 hereto. The statements herein are qualified in their entirety by Exhibits 2.1 and 2.2, which are incorporated herein by reference. In the Merger, shareholders of Constellation received 0.4137 share of common stock of the Corporation, par value $1.00 per share ("Corporation Common Shares"), for each outstanding share of common stock of Constellation, no par value per share ("Constellation Common Shares"). A total of 11,288,051 Corporation Common Shares were issued in the Merger. In addition, each option to purchase Constellation Common Shares outstanding under Constellation's stock option plans was converted into an option to purchase the number of Corporation Common Shares equal to the number of Constellation Common Shares subject to such option multiplied by a formula to reflect the exchange ratio for the Merger. The Merger is being treated for accounting purposes as a pooling of interests. Constellation, a bank holding company, was engaged through Constellation Bank, N.A. and its subsidiaries in providing commercial banking services, consumer banking services, financial and corporate services, trust services, mortgage origination service, mortgage administration services and equipment leasing services. The Corporation intends to continue such uses for the assets of Constellation. Item 7. Financial Statements and Exhibits --------------------------------- (a) Consolidated Financial Statements of Constellation Bancorp and its Subsidiaries. (1) Consolidated Balance Sheets of Constellation Bancorp and its Subsidiaries as of December 31, 1993 and 1992. (To be filed on Form 8-K/A as soon as practicable, but not later than 60 days after this Form 8-K is filed). (2) Consolidated Statements of Income of Constellation and its Subsidiaries for the years ended December 31, 1993, 1992 and 1991. (To be filed on Form 8-K/A as soon as practicable, but not later than 60 days after this Form 8-K is filed.) (3) Consolidated Statements of Changes in Page 2 of 7 Shareholders' Equity of Constellation Bancorp and its Subsidiaries for the years ended December 31, 1993, 1992 and 1991. (To be filed on Form 8-K/A as soon as practicable, but not later than 60 days after this Form 8-K is filed.) (4) Consolidated Statements of Cash Flows of Constellation Bancorp and its Subsidiaries for the years ended December 31, 1993, 1992, and 1991. (To be filed on Form 8-K/A as soon as practicable, but not later than 60 days after this Form 8-K is filed.) (5) Notes to Consolidated Financial Statements of Constellation Bancorp and its Subsidiaries. (To be filed on Form 8-K/A as soon as practicable, but not later than 60 days after this Form 8-K is filed). (b) Pro Forma Financial Information (Unaudited). (1) Pro Forma Condensed Combined Balance Sheet of the Corporation as of December 31, 1993 (To be filed on Form 8-K/A as soon as practicable, but not later than 60 days after this Form 8-K is filed.) (2) Pro Forma Condensed Combined Statement of Income of the Corporation for the fiscal years ended December 31, 1993, 1992 and 1991. (To be filed on Form 8-K/A as soon as practicable, but not later than 60 days after the date this Form 8-K is filed.) (c) Exhibits. (2.1) Amended and Restated Agreement and Plan of Merger, dated as of August 2, 1993 between Constellation Bancorp and the Corporation, incorporated herein by reference to Appendix I to the Proxy Statement - Prospectus in the Corporation's Registration Statement on Form S-4, Registration No. 33-51429. (2.2) Articles of Merger, dated March 16, 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 T. Walker ----------------------- David T. Walker Deputy Chief Counsel Dated: April 4, 1994 Page 3 of 7
Exhibit Index ------------- Exhibit No. Page - ---------- ---- 2.1 Amended and Restated Agreement Incorporated herein and Plan of Merger between by reference to Constellation and the Appendix I to the Corporation. Proxy Statement- Prospectus in Exhibit 2 of Corporation's Registration Statement on Form S-4, Registration No. 33-51429 2.2 Articles of Merger dated 5 March 16, 1994
Page 4 of 7 EX-2.2 2 EXHBIT 2.2 Microfilm Number EXHIBIT 2.2 Filed with the Department of State on -------- ----------- March 16, 1994 - -------------- Entity Number 244063 ---------------------------------- ---------- Secretary of the Commonwealth ARTICLES OF MERGER-DOMESTIC BUSINESS CORPORATION DSCB:15-1926(REV 90) In compliance with the requirements of 15 Pa.C.S.(S) 1926 (relating to articles of merger or consolidation), the undersigned business corporations, desiring to effect a merger, hereby state that: 1. The name of the corporation surviving the merger is: CoreStates Financial ---------------------- Corp -------------------------------------------------------------------------- 2. (Check and complete one of the following): X The surviving corporation is a domestic business corporation and the (a) --- address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department): (a) N.E. Corner Broad and Chestnut Streets, Philadelphia, PA 19107 ------------------------------------------------------------------- Number and Street City State Zip Philadelphia -------------- County (b) c/o: -------------------------------------------------------------------- Name of Commercial Registered Office Provider County For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes. The surviving corporation is a qualified foreign business corporation --- incorporated under the laws of and the (a) address of its ---------- current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department): (a) ----------------------------------------------------------------------- Number and Street City State Zip County (b) c/o: ------------------------------------------------------------------- Name of Commercial Registered Office Provider County For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes. The surviving corporation is a nonqualified foreign business --- corporation incorporated under the laws of ----------------------------------------------------------------------- Number and Street City State Zip County (PA.-1424 - 11/1/93) 5 of 7 3. The name and the address of the registered office in this Commonwealth or name of its commercial registered office provider and the county of venue of each other domestic business corporation and qualified foreign business corporation which is a party to the plan of merger are as follows: Name of Corporation Address of Registered Office or County Name of Commercial Registered Office Provider Constellation Bancorp a New Jersey corporation not qualified in PA --------------------------------------------------------------------------- --------------------------------------------------------------------------- --------------------------------------------------------------------------- 4. (Check, and if appropriate complete, one of the following): X The plan of merger shall be effective upon filing these Articles of ---- Merger in the Department of State. The plan of merger shall be effective on at ---- -------------- ------------- Date Hour 5. The manner in which the plan of merger was adopted by each domestic corporation is as follows: Name of corporation Manner of adoption CoreStates Financial Corp - adopted by resolution of the Board of Directors --------------------------------------------------------------------------- of the corporation pursuant to 15 PA. C.S. (S)1924(b)(2) --------------------------------------------------------------------------- --------------------------------------------------------------------------- 6. (Strike out this paragraph if no foreign corporation is a party to the merger). The plan was authorized, adopted or approved, as the case may be, by the foreign business corporation (or each of the foreign corporations) party to the plan in accordance with the laws of the jurisdiction in which it is incorporated. 7. (Check, and if appropriate complete, one of the following): X The plan of merger is set forth in full in Exhibit A attached hereto --- and made a part hereof. Pursuant to 15 Pa.C.S. (S) 1901 (relating to omission of certain --- provisions from filed plans) the provisions, if any, of the plan of merger that amend or constitute the operative Articles of Incorporation of the surviving corporation as in effect subsequent to the effective date of the plan are set forth in full in Exhibit A attached hereto and made a part hereof. The full text of the plan of merger is on file at the principal place of business of the surviving corporation, the address of which is: ----------------------------------------------------------------------- Number and Street City State Zip (PA. - 1424) 6 of 7 IN TESTIMONY WHEREOF, the undersigned corporation or each undersigned corporation has caused these Articles of Merger to be signed by a duly authorized officer thereof this 16th day of March, 1994. ------ ------ -- CoreStates Financial Corp -------------------------------- (Name of Corporation) BY: /s/ David J. Martin ----------------------------- David J. Martin TITLE: Executive Vice President -------------------------- Constellation Bancorp -------------------------------- (Name of Corporation) BY: /s/ David J. Hughes ----------------------------- David J. Hughes TITLE: Secretary __________________________ (PA. - 1424) 7 of 7 -----END PRIVACY-ENHANCED MESSAGE-----