-----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, ZZAr8cIjY3foZcQGePXOHp4Hu2falzLQ+tIFMa3gUeeOf8nh6agmZ5C/yI8r8Ene 6YFyshG40LJn6h6FcyLzyw== 0000950109-94-000746.txt : 19940502 0000950109-94-000746.hdr.sgml : 19940502 ACCESSION NUMBER: 0000950109-94-000746 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940429 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: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 033-40717 FILM NUMBER: 94525162 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 S-3/A 1 PEA #1 TO S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1994 REGISTRATION NO. 33-40717 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 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.) CENTRE SQUARE WEST 1500 MARKET STREET PHILADELPHIA, PENNSYLVANIA 19101 215-973-3827 (ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ---------------- DAVID T. WALKER DEPUTY CHIEF COUNSEL CORESTATES FINANCIAL CORP F.C. 1-1-17-1 P.O. BOX 7618 PHILADELPHIA, PENNSYLVANIA 19101-6187 215-973-5680 (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 the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [X] 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, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [_] AMENDMENT NO. 1 FILED PURSUANT TO RULE 416(B) TO REFLECT AN INCREASE IN THE AMOUNT OF CORESTATES FINANCIAL CORP COMMON STOCK, $1.00 PAR VALUE, REGISTERED HEREUNDER FROM 2,000,000 SHARES TO 4,000,000 SHARES AS THE RESULT OF A STOCK DIVIDEND IN THE FORM OF A TWO-FOR-ONE STOCK SPLIT DISTRIBUTED ON OCTOBER 15, 1993. 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. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PROSPECTUS - ---------- CORESTATES FINANCIAL CORP [LOGO OF CORESTATES APPEARS HERE] COMMON STOCK ($1.00 PAR VALUE) DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN The Dividend Reinvestment and Share Purchase Plan (the "Plan") of CoreStates Financial Corp ("CoreStates") provides certain holders of record of shares of Common Stock, $1.00 par value, of CoreStates ("CoreStates Common Stock") with a simple and convenient method of investing cash dividends and optional cash payments in additional shares of CoreStates Common Stock without payment of any brokerage commission or service charge. Shares of CoreStates Common Stock purchased with automatically reinvested dividends will be purchased at 100% of the market price (as determined below). Shares of CoreStates Common Stock purchased with optional cash payments will be purchased at 100% of the market price (as determined below). In addition, brokers and nominees may reinvest dividends and make optional cash payments on behalf of beneficial owners by means of the Broker and Nominee Authorization Form described below. Those holders of CoreStates Common Stock who do not participate in the Plan will receive cash dividends, as declared, in the usual manner. A Participant in the Plan may obtain additional shares of CoreStates Common Stock by: --reinvesting dividends on all shares registered in the name of the Participant; --reinvesting dividends on part of the shares registered in the name of the Participant (while continuing to receive cash dividends on his or her remaining shares); or --making optional cash payments of not less than $50 up to a total of $5,000 per month, whether or not dividends on shares held by the Participant are being reinvested. This Prospectus relates to 4,000,000 shares of CoreStates Common Stock registered for sale under the Plan. Participants should retain this Prospectus for future reference. ---------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ---------------- This Prospectus does not constitute an offer to sell or a solicitation of any offer to buy any of the securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. No person has been authorized to give any information or to make any representations other than those contained in this Prospectus in connection with the offering made hereby, and if given or made, such information or representations must not be relied upon as having been authorized by CoreStates. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that information herein is correct as of any time subsequent to the date hereof. ---------------- The date of this Prospectus is April 29, 1994. AVAILABLE INFORMATION CoreStates is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith, files reports and other information with the Securities and Exchange Commission (the "Commission"). Proxy statements, reports and other information concerning CoreStates can be inspected and copied at the Commission's office at 450 5th Street, N.W., Washington, D.C. 20549 and the Commission's Regional Offices in New York (7 World Trade Center, 13th Floor, New York, New York 10048) and Chicago (Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60621-2511), and copies of such material can be obtained from the Public Reference Section of the Commission at 450 5th Street, N.W., Washington, D.C. 20549, at prescribed rates. CoreStates Common Stock is listed on the New York Stock Exchange, and reports and other information filed with the Commission are available for inspection at the Library of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. This Prospectus does not contain all the information set forth in the Registration Statement and Exhibits thereto which CoreStates has filed with the Commission under the Securities Act of 1933, as amended (the "Act"), and to which reference is hereby made. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE There are incorporated by reference the following documents of CoreStates. 1. Annual Report on Form 10-K for the year ended December 31, 1993 (including portions of its 1993 Annual Report to Shareholders incorporated by reference therein), filed with the Commission pursuant to Section 13(a) of the Exchange Act. 2. Current Reports on Form 8-K dated January 19, 1994, March 7, 1994, March 16, 1994 and April 19, 1994, filed with the Commission pursuant to Section 13(a) of the Exchange Act. 3. The description of CoreStates Common Stock contained in CoreStates Registration Statement on Form 8-A/A dated December 22, 1993. All other documents filed with the Commission by CoreStates pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering hereunder of the CoreStates Common Stock shall be deemed to be incorporated by reference into this Prospectus. 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 Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or 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 Prospectus. ANY PERSON RECEIVING A COPY OF THIS PROSPECTUS MAY OBTAIN, WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST, A COPY OF THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN, EXCEPT FOR THE EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE THEREIN. WRITTEN REQUESTS SHOULD BE MAILED TO OFFICE OF THE CORPORATE SECRETARY, CORESTATES FINANCIAL CORP, P.O. BOX 7558, F.C. 1-3-16-29, PHILADELPHIA, PENNSYLVANIA, 19101. TELEPHONE REQUESTS MAY BE DIRECTED TO (215) 973-1064. 2 CORESTATES FINANCIAL CORP CoreStates is a registered bank holding company incorporated under the laws of Pennsylvania with its executive offices at Centre Square West, 1500 Market Street, Philadelphia, Pennsylvania 19101 (telephone number 215-973-3827). At December 31, 1993, CoreStates had total consolidated assets of approximately $23.7 billion and shareholders' equity of approximately $1.96 billion and, based on the latest available rankings of bank holding companies, was believed to be the 32nd largest bank holding company in the United States at such date. The lead banking subsidiary of CoreStates is CoreStates Bank, N.A. ("CoreStates Bank"), a national banking association with executive offices located in Philadelphia, Pennsylvania. Divisions of CoreStates Bank are marketed as Philadelphia National Bank Division, the wholesale banking unit, CoreStates First Pennsylvania Bank Division, the retail banking unit, and since its merger into CoreStates Bank in August 1993, CoreStates Hamilton Bank, the unit serving central Pennsylvania. Other principal banking subsidiaries of CoreStates are New Jersey National Bank ("NJNB"), a national banking association with its executive offices located in Pennington, New Jersey, Constellation Bank, National Association ("Constellation"), a national banking association with its executive offices located in Elizabeth, New Jersey, and CoreStates Bank of Delaware N.A. ("CBD"), a national banking association with its sole office located in New Castle County, Delaware. CoreStates Bank, NJNB, Constellation and CBD are sometimes referred to herein as the "Banking Subsidiaries". Through CoreStates Bank, NJNB, Constellation and CBD, CoreStates has been engaging in the business of providing wholesale banking services, consumer financial services which includes retail banking, and trust and investment management services. Electronic payment services are also provided through Electronic Payment Services, Inc. ("EPS") a 30.99% owned joint venture with three other bank holding companies. Other subsidiaries of CoreStates currently engage in consumer financing, factoring and commercial financing, investment advisory, discount brokerage and leasing services. THE PLAN The Plan was authorized by CoreStates' Board of Directors on May 21, 1991, was effective on September 4, 1991 and was amended effective April 1, 1994. The text of the Plan as set forth in question and answer form is as follows: PURPOSE 1. What is the purpose of the Plan? The Plan provides eligible holders of record of CoreStates Common Stock with a simple and convenient way to invest cash dividends at 100% of the market price (as determined below), and invest optional cash payments at 100% of the market price (as determined below), in additional shares of CoreStates Common Stock, without payment of any brokerage commission or service or other charge. To the extent such shares are purchased from CoreStates, it will receive additional funds for general corporate purposes. The Plan offers eligible holders an opportunity to invest conveniently for long-term growth. The Plan is for the benefit of long term investors, and not for individuals and institutions who engage in transactional profit activities or engage in excessive joining and terminations, including without limitation, transactional activities or excessive joining and terminations which cause aberrations in the trading volume of CoreStates Common Stock. CoreStates accordingly reserves the right to modify, suspend or terminate participation by certain otherwise eligible holders in the Plan in order to eliminate such practices. 3 ADMINISTRATION 2. Who administers the Plan? First Chicago Trust Company of New York ("First Chicago"), as Plan Administrator, administers the Plan, keeps records, sends statements of account to Participants and performs other duties relating to the Plan. Shares of CoreStates Common Stock purchased under the Plan ("Plan Shares") will be registered in the name of First Chicago (or its nominee), as agent for each Participant in the Plan and will be credited to the accounts of the respective Participants. As record holder of the Plan Shares held in Participants' accounts under the Plan, First Chicago will receive dividends on all Plan Shares held on the dividend record date, will credit such dividends to Participants' accounts on the basis of full and fractional shares held in these accounts, and will automatically reinvest such dividends in additional shares of CoreStates Common Stock. See No. 30. PARTICIPATION 3. Who is eligible to participate? All holders of record of CoreStates Common Stock having addresses entered on the stockholder records maintained by First Chicago in the United States or Canada are eligible to participate in the Plan. Holders of record having addresses outside the United States or Canada will not be eligible to participant in the Plan. If CoreStates Common Stock is currently registered in a stockholder's own name, the stockholder may participate directly in the Plan. A beneficial owner whose shares are registered in a name other than his or her own (for example, in the name of a broker or bank nominee) must either become a stockholder of record by having such shares transferred into his or her own name or make arrangements with his or her broker or bank to participate on his or her behalf. CoreStates has made arrangements with First Chicago to facilitate reinvestment of dividends and to make optional cash payments under the Plan by record holders such as brokers and bank nominees on behalf of beneficial owners. See Nos. 4, 7 and 12. Participants may not reinvest dividends in excess of $50,000 per dividend payment without prior permission of CoreStates. Requests for such prior permission should be directed to the Corporate Secretary at the address and/or telephone number listed on page 2. 4. How does an eligible stockholder participate? Any eligible stockholder of CoreStates Common Stock may join the Plan by completing and signing the Authorization Card accompanying this Prospectus and returning it to First Chicago. A postage-paid envelope is provided for this purpose. Additional Authorization Cards may be obtained at any time by written request to First Chicago. See No. 30. A broker or nominee may participate in the Plan on behalf of beneficial owners by signing and returning either the Authorization Card or the Broker and Nominee Authorization Form (the "B&N Form"). See Nos. 7 and 12 below. 5. When may an eligible stockholder join the Plan? An eligible stockholder of CoreStates Common Stock may join the Plan at any time. Once in the Plan, such stockholder will remain a Participant until such stockholder discontinues participation or the Plan is terminated. If an Authorization Card requesting reinvestment of dividends is received by First Chicago on or before the record date established for a particular dividend, reinvestment will commence with that dividend. If an Authorization Card is received from a stockholder after the record date established for a particular dividend, the reinvestment of dividends will begin on the dividend payment date following the next record date if such stockholder is still a holder of record. 4 6. What are the record dates & Investment Dates for dividend reinvestments? Dividends declared on CoreStates Common Stock are normally paid on the first day of January, April, July and October, and the record date for each such dividend generally has been twenty-five days prior to such payment date. Dividend payment dates are "Investment Dates" for reinvestment of dividends. If such a date falls on a date when the New York Stock Exchange is closed, the first day immediately following such date on which the New York Stock Exchange is open will be the Investment Date. See Question No. 13 for a discussion of record dates and related Investment Dates for optional cash payments. Dividend record dates for CoreStates Common Stock (and the relevant Investment Dates) are anticipated to be as follows for the next four quarters:
RECORD DATE (DATE BY WHICH AUTHORIZATION CARD INVESTMENT DATE (DATE ON WHICH MUST BE RECEIVED) DIVIDEND WILL BE REINVESTED) -------------------------- ------------------------------ June 6, 1994 July 1, 1994 September 6, 1994 October 3, 1994 December 6, 1994 January 3, 1995 March 6, 1995 April 3, 1995
It is anticipated that dividend record dates and relevant Investment Dates for CoreStates Common Stock in the future will be approximately at the same times of the year as set forth above. 7. What does the Authorization Card provide? The Authorization Card provides for the purchase of additional shares of CoreStates Common Stock through the following investment options: If "Full Dividend Reinvestment" is elected, First Chicago will apply all cash dividends on all shares registered in a Participant's name, together with any optional cash payments, toward the purchase of additional CoreStates Common Stock. If "Partial Dividend Reinvestment" is elected, First Chicago will apply all the cash dividends on only the number of shares that are specified, together with any optional cash payments, toward the purchase of additional CoreStates Common Stock. If "Optional Cash Payments Only" is elected, the Participant will continue to receive cash dividends on all shares registered in a Participant's name, and First Chicago will apply optional cash payments to purchase additional CoreStates Common Stock. The Authorization Card further directs First Chicago to reinvest automatically any subsequent dividends on Plan Shares held in the Participant's Plan account. The Authorization Card is designed to be used by an eligible stockholder whose shares are registered in his or her name for the reinvestment of dividends and for optional cash payments. If a broker or other nominee holds shares of a beneficial owner, reinvestment of dividends and optional cash payments may be made through the use of the B&N Form, as described in No. 12, below. PURCHASES 8. What is the source of CoreStates Common Stock purchased under the Plan? Plan shares will be, at CoreStates' option, purchased either from CoreStates, in which event such shares will be either authorized but unissued shares or shares held in the treasury of CoreStates, or on the open market, or by combination of the foregoing. 5 9. When will shares be purchased under the Plan? Purchases from CoreStates of authorized but unissued shares of CoreStates Common Stock and shares held in the treasury of CoreStates will be made on the relevant Investment Date (as defined in Nos. 6 and 13) or, in the case of open market purchases, as soon thereafter as determined by First Chicago. Purchases on the open market will be completed no later than 30 days from the relevant Investment Date except where completion at a later date is necessary or advisable under any applicable federal securities laws. Open market purchases may be made on any securities exchange where such shares are traded, in the over-the-counter market, or by negotiated transactions and may be subject to such terms with respect to price, delivery, and other terms as First Chicago may agree to. Neither CoreStates nor any Participant shall have any authority or power to direct the time or price at which shares may be purchased, or the selection of the broker or dealer through or from whom purchases are to be made. NO INTEREST WILL BE PAID ON DIVIDENDS OR OPTIONAL CASH PAYMENTS PENDING REINVESTMENT OR INVESTMENT. 10. What will be the price to the Participant of shares purchased under the Plan? The price to the Participant of shares purchased with reinvested dividends on the open market under the Plan will be 100% of the weighted average purchase price(s) of CoreStates Common Stock purchased for the Plan in respect of the related Investment Date. In the case of purchases with reinvested dividends from CoreStates of authorized but unissued or treasury shares of CoreStates Common Stock, the purchase price to the Participant will be 100% of the result obtained by averaging the daily high and low sale prices, computed to three decimal places, of CoreStates Common Stock on the New York Stock Exchange, as reported in the Wall Street Journal, for the ten Trading Days (as defined below) immediately preceding the relevant Investment Date (the "Pricing Period"). The price to the Participant of shares purchased on the open market under the Plan with optional cash payments will be 100% of the weighted average purchase price(s) of CoreStates Common Stock purchased for the Plan in respect of the related Investment Date. In the case of purchases with optional cash payments from CoreStates of authorized but unissued or treasury shares of CoreStates Common Stock, the purchase price to the Participant will be 100% of the result obtained by averaging the daily high and low sale prices, computed to three decimal places, of CoreStates Common Stock on the New York Stock Exchange, as reported in the Wall Street Journal, for the Pricing Period. A Trading Day means a day on which the New York Stock Exchange is open and for which trades in CoreStates Common Stock are reported. 11. How will the number of shares purchased for a participant be determined? A Participant's account in the Plan will be credited with that number of shares, including fractions computed to three decimal places, equal to the total amount to be invested by such Participant divided by the purchase price per share. OPTIONAL CASH PAYMENTS 12. How does the optional cash payment feature of the Plan work? All eligible holders of record of CoreStates Common Stock who have submitted a signed Authorization Card are eligible to make optional cash payments at any time. First Chicago will apply any optional cash payment in collected funds timely received from a Participant to the purchase of CoreStates Common Stock for the account of the Participant on the following Investment Date, if such Common Stock is purchased from CoreStates, and on, or as soon as determined by First Chicago after such Investment Date if such CoreStates Common Stock is purchased on the open market. See Nos. 13 and 14. 6 The B&N Form provides a means whereby a broker or nominee may inform First Chicago, not later than five business days following the record date relating to a dividend payment date, with written instructions, identifying one or more beneficial owners and specifying as to each owner the number of shares of CoreStates' Common Stock with respect to which the dividend is to be reinvested. The B&N Form, therefore, unlike the Authorization Card, contemplates new instructions to First Chicago each time a dividend is declared. The B&N Form also provides that a broker or nominee may forward optional cash payments to First Chicago in advance of each relevant record date, (See Question 13), along with written instructions on an appropriate form identifying the beneficial owners for whom the optional cash payments are being made and specifying the amounts of the payments. First Chicago, on the relevant Investment Date, will reinvest the dividend payable with respect to the number of shares of CoreStates' Common Stock specified in the broker or nominee's instructions for each identified owner. In addition, on any relevant Investment Date, First Chicago will invest any optional cash payment specified in and remitted along with the broker or nominee's instructions for each identified owner. First Chicago will invest any dividends or optional cash payments in as many whole shares of CoreStates' Common Stock as can be purchased with the total of the dividend paid with respect to each specified number of shares and any optional cash payment at the purchase prices computed in accordance with the Plan. Any remaining portion of such amount which otherwise would have been used to purchase fractional shares will be paid in cash to the broker or nominee. As soon as practicable following the relevant Investment Date, First Chicago will transmit to the broker or nominee a listing containing the identification of each owner furnished by the broker or nominee in its instructions and showing as to each such owner (if applicable): (a) the number of shares of CoreStates' Common Stock specified for dividend reinvestment, (b) the total dividend paid with respect to such shares of CoreStates' Common Stock, (c) the total amount invested in respect of optional cash payments, (d) the number of whole shares of CoreStates' Common Stock purchased, (e) the total cost of the shares of CoreStates' Common Stock purchased, (f) the portion of the total amount available for reinvestment but not reinvested, and (g) the aggregate fair market value on the dividend payment date of the shares purchased. Accompanying the listing will be a share certificate, registered in the name of the record holder, for the total number of shares purchased for each of the beneficial owners, and a check for the aggregate amount of the dividends or optional cash payments not reinvested for such owners. For any Investment Date, optional cash payments may be an amount per month equal to not less than $50 up to a total of $5,000. CoreStates will not allow optional cash payments in excess of $5,000 per month. In the event a Participant delivers an optional cash payment other than in the amount permitted, CoreStates will invest only that portion, if any, that complies with the investment limitation and will return the remainder. NO INTEREST WILL BE PAID BY CORESTATES OR FIRST CHICAGO ON ANY SUCH AMOUNT RETURNED TO A PARTICIPANT. 13. What are the record dates and Investment Dates for optional cash payments? For optional cash payments made in a month when there is a dividend record date, the optional cash payment record date and Investment Date are the same as those for dividend reinvestments. For optional cash payments made in a month when there is not a dividend record date, the Investment Date is the twenty-fifth day of the month. If that day falls on a date when the New York Stock Exchange is closed, the first day immediately following such date on which the New York Stock Exchange is open will be the Investment Date. The record date for optional cash payments made in a month when there is not a dividend record date is the business day immediately preceding the first day of the Pricing Period. 7 14. When must optional cash payments be received? First Chicago must be in receipt of collected funds on or before the business day immediately preceding the first day of a Pricing Period in order for such funds to be invested on the next Investment Date. Payments may be made with check or money order made payable to "First Chicago--CoreStates DRIP". NO INTEREST WILL BE PAID BY CORESTATES OR FIRST CHICAGO ON OPTIONAL CASH PAYMENTS HELD PENDING INVESTMENT. THEREFORE, ALTHOUGH OPTIONAL CASH PAYMENTS MAY BE MADE AT ANY TIME, IT IS ADVISABLE TO TRANSMIT SUCH PAYMENTS SHORTLY BEFORE THE PRICING PERIOD BEGINS. 15. May optional cash payments be returned to a Participant? Optional cash payments received by First Chicago on or after the first day of the Pricing Period will be applied to purchase Common Stock on the Investment Date following the next Pricing Period. However, such payments will be returned to a Participant upon written request by such Participant received at least two days prior to the record date for the next Investment Date. COSTS 16. What are the costs to a Participant in the Plan? A Participant will incur no brokerage commissions or service charges for purchases made under the Plan. Any brokerage commissions in connection with a sale by First Chicago of all or a part of the shares held for a Participant under the Plan will be charged to such Participant. In addition, a service fee of $10.00 will be deducted from the proceeds of each sale of shares. See No. 23 below for additional information. All other costs of administration of the Plan incurred in connection with the purchase of the shares will be paid by CoreStates. REPORTS TO PARTICIPANTS 17. What kinds of reports will be sent to Participants? As soon as practical after each purchase of shares on behalf of a Participant, such Participant will receive a statement of account. These statements are a record of the cost of purchase of shares under the Plan and should be retained for tax purposes. In addition, each Participant will receive annual and quarterly reports to shareholders, notices of shareholder meeting and proxy statements and Internal Revenue Service Information for reporting dividends paid. CERTIFICATES FOR SHARES 18. Will certificates be issued for shares purchased? Plan Shares will be held in the name of First Chicago or its nominee. This service protects against the loss, theft or destruction of the stock certificates evidencing Plan Shares. However, certificates will be issued to any Participant upon specific written request. See No. 20 below. The number of shares purchased for a Participant's account under the Plan will be shown on such Participant's statement of account. Each account under the Plan will be maintained in the name in which certificates of the Participant were registered at the time such Participant entered the Plan. A Participant who wishes to pledge shares credited to such Participant's Plan account must first withdraw such shares from the account. 8 Certificates for shares purchased pursuant to instructions received on B&N Forms will be delivered to the holder of record. See No. 12 above. 19. How may certificates be deposited with Plan shares? A Participant may deposit with First Chicago certificates for shares of CoreStates Common Stock registered in his name for credit under the Plan. There is no charge for this custodial service and by making the deposit, the Participant is relieved of the responsibility for loss, theft or destruction of the certificates. Because the Participant bears the risk of loss in sending certificates to First Chicago, certificates should be sent by registered mail, return receipt requested, and properly insured to the address specified in the Answer to Question 30. If certificates are later issued either upon request of the Participant or upon termination of participation, new, differently numbered certificates will be issued. WITHDRAWAL OF SHARES IN PLAN ACCOUNTS 20. How may shares be withdrawn from the Plan? Plan Shares credited to a Participant's account may be withdrawn by a Participant by notifying First Chicago in writing specifying the number of shares to be withdrawn. Certificates for whole shares of CoreStates Common Stock so withdrawn will be issued to and registered in the name of the Participant. 21. Will dividends on shares withdrawn from the Plan continue to be reinvested? If the Participant has authorized "Full Dividend Reinvestment", cash dividends with respect to shares withdrawn from a Participant's account will continue to be reinvested. If, however, cash dividends with respect to only part of the shares registered in a Participant's name are being reinvested, First Chicago will continue to reinvest dividends on only the number of shares specified by the Participant on the Authorization Card unless a new Authorization Card specifying a different number of shares is delivered. 22. Will dividends on a Participant's Plan Shares continue to be invested if the Participant sells or transfers the shares of CoreStates Common Stock registered in his or her name? Even if a Participant sells or transfers all of the shares of CoreStates Common Stock registered in his or her name, First Chicago will continue to reinvest dividends on the Plan Shares held for his or her Plan account until a written request for withdrawal from the Plan is received from the Participant. TERMINATION OF PARTICIPATION 23. How and when may a Participant terminate participation in the Plan? A Participant may terminate participation in the Plan any time by prior notice in writing to First Chicago. As soon as practical following termination, First Chicago will send the Participant a certificate for the whole shares in the Participant's Plan account. If the Participant so requests, First Chicago will sell all or a portion of such shares and remit the proceeds, less any related brokerage commission, a service fee of $10.00, any other costs of sale and applicable transfer tax. If the request to terminate is received by First Chicago on or after the record date for a dividend payment, such request to terminate may not become effective until any dividend paid on the dividend payment date has been reinvested and the shares of CoreStates Common Stock purchased are credited to the Participant's account under the Plan. First Chicago, in its sole discretion, may either pay any such dividend in cash or reinvest it in CoreStates Common Stock on behalf of the terminating Participant. If the dividend is reinvested, First Chicago will sell the shares purchased and remit the proceeds to the Participant, less any related brokerage commission, a service fee of $10.00, any 9 other costs of sale and applicable transfer tax. Any optional cash payments sent to First Chicago prior to the request to terminate will also be invested unless return of the amount is expressly requested in the request for termination and such request is received at least two business days prior to the optional cash payment record date. The request for termination will then be processed as promptly as possible following such relevant dividend record date. In every case of termination, the Participant's interest in a fractional share will be paid in cash less any related brokerage commission and any other costs of sale. RIGHTS OFFERING; STOCK DIVIDENDS OR STOCK SPLITS 24. If CoreStates has a rights offering, how will the rights on Plan Shares be handled? Participation in any rights offering will be based upon both shares of CoreStates Common Stock registered in a Participant's name and any whole Plan Shares credited to such Participant's Plan account. 25. What happens if CoreStates issues a dividend payable in stock or declares a stock split? Any stock dividend or split shares of CoreStates Common Stock distributed by CoreStates on Plan Shares will be credited pro rata to each Participant's account. Stock dividends or split shares distributed on shares registered in a Participant's name will be mailed directly to the Participant. VOTING RIGHTS 26. How will First Chicago vote shares credited to a Participant's account in the Plan at stockholder's meetings? For each meeting of stockholders, a Participant will receive proxy material that will enable the Participant to vote both the shares registered in the Participant's name directly and whole shares credited to the Participant's Plan account. INCOME TAX CONSEQUENCES 27. What are the income tax consequences of participation in the Plan? Reinvested Dividends. In the case of reinvested dividends, when First Chicago acquires shares directly from CoreStates, the Participant must include in gross income a dividend equal to the number of shares purchased with the Participant's reinvested dividends multiplied by the fair market value of CoreStates Common Stock on the relevant dividend payment date. The Participant's basis in those shares will also equal the fair market value of the shares on the relevant dividend payment date. The above discussion is based on the assumption that the result obtained by averaging the reported daily high and low sale prices for CoreStates Common Stock on the relevant dividend payment date will be considered to be the "fair market value" of CoreStates Common Stock for federal income tax purposes. Alternatively, when First Chicago purchases CoreStates Common Stock for a Participant's account on the open market with reinvested dividends, a Participant must include in gross income a dividend equal to the actual purchase price to First Chicago of the shares plus that portion of any brokerage commissions paid by CoreStates which are attributable to the purchase of the Participant's shares. The Participant's basis in Plan Shares held for his or her account will be equal to their purchase price plus allocable brokerage commissions. Optional Cash Payments. In the case of shares purchased on the open market with optional cash investments, stockholders will be in receipt of a dividend to the extent of any brokerage commissions paid by CoreStates. The Participant's basis in the shares acquired with optional investments will be the cost of the shares to First Chicago plus an allocable share of any brokerage commissions paid by CoreStates. 10 Receipt or Disposition of Shares. A Participant will not realize any taxable income when he or she receives certificates of whole shares credited to his or her account under the Plan, either upon a request for such certificates or upon withdrawal from or termination of the Plan. However, a Participant who receives, upon withdrawal from or termination of the Plan, a cash payment for the sale of Plan Shares held for such Participant's account or for a fractional share then held in his or her account will realize gain or loss measured by the difference between the amount of the cash received and the Participant's basis in such share or fractional shares. For further information as to tax consequences of participation in the Plan, Participants should consult with their own tax advisors. RESPONSIBILITY OF CORESTATES AND FIRST CHICAGO 28. What are the responsibilities of CoreStates and First Chicago under the Plan? Neither CoreStates, nor First Chicago, as Plan Administrator, will be liable for any act done in good faith or for any good faith omission to act, including, without limitation, any claim of liability arising out of failure to terminate a Participant's account upon such Participant's death, the prices at which shares are purchased or sold for the Participant's account, the times when purchases or sales are made or fluctuations in the market value of CoreStates Common Stock. The Participant should recognize that neither CoreStates nor First Chicago can provide any assurance of a profit or protection against loss on any shares purchased under the Plan. SUSPENSION, MODIFICATION OR TERMINATION OF THE PLAN 29. May the Plan be suspended, modified or terminated? CoreStates reserves the right to amend, modify, suspend, or terminate the Plan at any time, including the period between a record date and the related Investment Date. Notice of such amendment, modification, suspension or termination will be sent to all Participants. CoreStates and First Chicago also reserve the right to terminate any Participant's participation in the Plan at any time for any reason, including without limitation, arbitrage-related activities or transactional profit activities. Any question of interpretation arising under the Plan will be determined by CoreStates and any such determination will be final. 30. Who should be contacted with questions about the Plan? All correspondence regarding the Plan should be directed to: First Chicago Trust Company of New York CoreStates Dividend Reinvestment Plan P.O. Box 2598 Jersey City, New Jersey 07303-2598 Please mention CoreStates in all correspondence. If you prefer, you may call First Chicago's Telephone Response Center at 1- 800-446-2617. Information is also available from the CoreStates' Office of the Corporate Secretary at the address and/or telephone number set forth on page 2. 11 POSSIBLE TRADING ACTIVITY The Plan is not intended to promote short-term trading by individuals or institutions. The Plan limits the aggregate amount of cash dividends which an individual or institution may reinvest to $50,000 per dividend payment unless CoreStates grants permission for a greater amount to be reinvested. Optional cash payments by individuals or institutions are limited to $5,000 per month, and CoreStates will not permit larger optional cash payments. No discounts from the purchase price are available for reinvestment of cash dividends or for optional cash payments. It is possible that certain financial intermediaries may engage in short-term buying and selling activities. CoreStates does not endorse this practice which may generate some volatility in the trading volume and possibly the price of the shares. CoreStates has not entered into any formal or informal arrangements to facilitate such activity. Individuals or entities engaged in such practices may be considered "underwriters" as that term is defined in the Securities Act of 1933. Acting as an underwriter may give rise to disclosure obligations and other liabilities under such Act. CORESTATES COMMON STOCK The authorized capital stock of CoreStates consists of 10,000,000 shares of Series Preferred Stock, without par value, of which none are issued and outstanding, and 200,000,000 shares of CoreStates Common Stock, par value $1.00 per share, of which approximately 127,034,520 shares were issued and outstanding at March 31, 1994. USE OF PROCEEDS The proceeds from sales of CoreStates Common Stock pursuant to the Plan will be used for general corporate purposes, including investment in and advances to subsidiaries. EXPERTS The consolidated financial statements of CoreStates Financial Corp incorporated by reference in CoreStates Financial Corp's Annual Report (Form 10-K) for the year ended December 31, 1993, have been audited by Ernst & Young, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of Ernst & Young pertaining to such financial statements (to the extent covered by consents filed with the Securities and Exchange Commission) given upon the authority of such firm as experts in accounting and auditing. LEGAL OPINION The validity of the CoreStates Common Stock has been passed upon by David J. Martin, Esq., Executive Vice President and Chief Counsel of CoreStates. At March 31, 1994 Mr. Martin was the beneficial owner of 11,275 shares of CoreStates Common Stock and options covering an additional 52,736 shares of such Common Stock. 12 INDEMNIFICATION Sections 1741 et. seq. of the Pennsylvania Business Corporation Law ("PaBCL") provides 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 interest 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. The corporation is required to indemnify directors and officers against expenses they may incur in defending any 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. With respect to possible indemnification of directors, officers and controlling persons of CoreStates for liabilities arising under the Securities Act of 1933 pursuant to such provisions, the corporation has been informed 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. 13 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE- SENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFOR- MATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE ISSUER. NEITHER DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE ISSUER SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFERING IN SUCH JURISDICTION. ---------------- TABLE OF CONTENTS
PAGE ---- Available Information...................................................... 2 Incorporation of Certain Documents by Reference............................ 2 CoreStates Financial Corp.................................................. 3 The Plan................................................................... 3 Purpose.................................................................... 3 Administration............................................................. 4 Participation.............................................................. 4 Purchases.................................................................. 5 Optional Cash Payments..................................................... 6 Costs...................................................................... 8 Reports to Participants.................................................... 8 Certificates for Shares.................................................... 8 Withdrawal of Shares in Plan Accounts...................................... 9 Termination of Participation............................................... 9 Rights Offering; Stock Dividends or Stock Splits........................... 10 Voting Rights.............................................................. 10 Income Tax Consequences.................................................... 10 Responsibility of CoreStates and First Chicago............................. 11 Suspension, Modification or Termination of the Plan........................ 11 Possible Trading Activity.................................................. 12 CoreStates Common Stock.................................................... 12 Use of Proceeds............................................................ 12 Experts.................................................................... 12 Legal Opinion.............................................................. 12 Indemnification............................................................ 13
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- [LOGO OF CORESTATES APPEARS HERE] CORESTATES FINANCIAL CORP DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN COMMON STOCK ($1.00 PAR VALUE) ---------------- PROSPECTUS ---------------- APRIL 29, 1994 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following is an estimate of the expenses which will be incurred in connection with the issuance and distribution of the CoreStates Common Stock being registered: Printing Fees...................................................... $15,000 Accounting Fees.................................................... 4,000 ------- Total............................................................ $19,000 =======
ITEM 15. 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 the reasonable belief that the particular action is in, or not opposed to, the best interest 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. The corporation 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 action. The by-laws of CoreStates Financial Corp 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. See Item 17 herein for the undertaking with respect to indemnification. II-1 ITEM 16. EXHIBITS The following exhibits are filed herewith as part of this Registration Statement:
NUMBER DESCRIPTION ------ ----------- 4 The rights of the holders of the Company's common stock are contained in the Articles of Incorporation of the Company as amended through May 3, 1993, filed as Exhibit 3(a) to the Company's Current Report on Form 8-K dated October 21, 1993 and incorporated herein by reference. *5 Opinion and consent of David J. Martin, Esq. as to the validity of the Common Stock being registered. 12.1 CoreStates Financial Corp and Subsidiaries Computation of Ratio of Earnings From Continuing Operations to Fixed Charges of Continuing Operations filed as Exhibit 12.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference. 12.2 CoreStates Financial Corp Computation of Ratio of Earnings to Fixed Charges Combined CoreStates (Parent Company) and CoreStates Capital filed as Exhibit 12.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference. 23.1 Consent of Ernst & Young. *23.2 Consent of David J. Martin, Esq. (included in Exhibit 5). *24 Powers of Attorney. *99 Authorization For CoreStates Dividend Reinvestment & Stock Purchase Plan.
* filed with original Form S-3 Registration Statement No. 33-40717, June 21, 1991. ITEM 17. UNDERTAKINGS. The undersigned CoreStates Financial Corp 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 (i) and (ii) above do not apply if the Registration Statement is on Form S-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Issuer pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. II-2 (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. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That for purposes of determining any liability under the Securities Act of 1933, each filing of CoreStates Financial Corp Annual Report pursuant to Section 13(a) or 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. 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 provisions described in Item 15 above, 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 expense incurred or paid by a director, officer or controlling person of the registrant in the 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. II-3 SIGNATURES CORESTATES FINANCIAL CORP Pursuant to the requirements of the Securities Act of 1933, CoreStates Financial Corp certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on the 29th day of April, 1994. 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 NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED BELOW.
SIGNATURES CAPACITY DATE /s/ Terrence A. Larsen Director, Chairman April 29, 1994 - ------------------------------------- of the Board, TERRENCE A. LARSEN President and Chief Executive Officer (principal executive officer) /s/ David C. Carney Chief Financial April 29, 1994 - ------------------------------------- Officer (principal DAVID C. CARNEY financial officer) /s/ Albert W. Mandia Executive Vice April 29, 1994 - ------------------------------------- President ALBERT W. MANDIA (principal accounting officer) * Director April 29, 1994 - ------------------------------------- GEORGE A. BUTLER Director , 1994 - ------------------------------------- ROBERT H. CAMPBELL * Director April 29, 1994 - ------------------------------------- NELSON G. HARRIS
II-4
SIGNATURES CAPACITY DATE * Director April 29, 1994 - ------------------------------------ CARLTON E. HUGHES Director , 1994 - ------------------------------------ SHIRLEY A. JACKSON Director , 1994 - ------------------------------------ ERNEST E. JONES * Director April 29, 1994 - ------------------------------------ HERBERT LOTMAN * Director April 29, 1994 - ------------------------------------ PATRICIA A. MCFATE * Director April 29, 1994 - ------------------------------------ JOHN A. MILLER * Director April 29, 1994 - ------------------------------------ MARLIN MILLER, JR. Director , 1994 - ------------------------------------ STEPHANIE W. NAIDOFF * Director April 29, 1994 - ------------------------------------ SEYMOUR S. PRESTON, III Director , 1994 - ------------------------------------ JAMES M. SEABROOK * Director April 29, 1994 - ------------------------------------ J. LAWRENCE SHANE * Director April 29, 1994 - ------------------------------------ RAYMOND W. SMITH * Director April 29, 1994 - ------------------------------------ HAROLD A. SORGENTI * Director April 29, 1994 - ------------------------------------ PETER S. STRAWBRIDGE
*By /s/ Terrence A. Larsen --------------------------------- TERRENCE A. LARSEN ATTORNEY-IN-FACT II-5 INDEX TO EXHIBITS
NUMBER DESCRIPTION PAGE NO. ------ ----------- -------- 4 The rights of the holders of the Company's common stock are contained in the Articles of Incorporation of the Company as amended through May 3, 1993, filed as Exhibit 3(a) to the Company's Current Report on Form 8-K dated October 21, 1993 and incorporated herein by reference. *5 Opinion and consent of David J. Martin, Esq. as to the validity of the Common Stock being registered. 12.1 CoreStates Financial Corp. and Subsidiaries computation of Ratio of Earnings From Continuing Operations to Fixed Charges of Continuing Operations filed as Exhibit 12.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference. 12.2 CoreStates Financial Corp. Computation of Ratio of Earnings to Fixed Charges Combined CoreStates (Parent Company) and CoreStates Capital filed as Exhibit 12.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference. 23.1 Consent of Ernst & Young. *23.2 Consent of David J. Martin, Esq. (included in Exhibit 5). *24 Powers of Attorney. *99 Authorization For CoreStates Dividend Reinvestment & Stock Purchase Plan.
* filed with original Form S-3 Registration Statement No. 33-40717, June 21, 1991. EX-23.1 2 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in Amendment No. 1 to the Registration Statement (Form S-3) and related Prospectus of CoreStates Financial Corp for the registration of 4,000,000 shares of its common stock and to the incorporation by reference therein of our report dated February 1, 1994, with respect to the consolidated financial statements of CoreStates Financial Corp included in its Annual Report (Form 10-K) for the year ended December 31, 1993, filed with the Securities and Exchange Commission. /s/ Ernst & Young Philadelphia, Pennsylvania April 29, 1994 -----END PRIVACY-ENHANCED MESSAGE-----