-----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, qPSe1qg035Npvb1SV+N5dWSGNhTnhaXWohIbMRidGwQHz3DlHR9HP7o+zeECG1GT tMpVyr6LDOQsv+5OVdILow== 0000950109-95-000605.txt : 19950613 0000950109-95-000605.hdr.sgml : 19950613 ACCESSION NUMBER: 0000950109-95-000605 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950308 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: 95519289 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 PRICING SUPPLEMENT RULE NO.424(b)(2) REGISTRATION NO. 33-54049 Pricing Supplement No. 100 Dated January 30, 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: 21869EEE1 Principal Amount: $30,000,000.00 Settlement Date: 02/01/95 Base Rate: LIBOR (pg. 3750 TELERATE) Index Maturity: 1 MONTH Initial Interest Rate: 6.0925% (6.0625% pg. 3750 TELERATE 1/30/95) Spread or Spread Multiplier, if applicable: PLUS 3 BPS Interest Rate Reset Dates: THIRD WEDNESDAY OF EACH MONTH Interest Payment Dates: THIRD WEDNESDAY OF EACH MONTH First Coupon: 02/15/95 Stated Maturity Date: 02/02/98 Maximum Interest Rate, if any: Minimum Interest Rate, if any: Alternate Rate Event Spread, if any: Initial Redemption Date, if any: Initial Redemption Percentage, if any: Annual Redemption Percentage Reduction, if any: Optional Repayment Dates, if any: PAGE 1 OF 3 *** REVERSE INQUIRY MEDIUM TERM NOTE AGENT: DONALDSON, LUFKIN & JENRETTE 15MM OF TOTAL PAR 30MM. MTN Pricing Supplement RECENT DEVELOPMENTS The following is unaudited consolidated financial information for CoreStates Financial Corp ("CoreStates") and its subsidiaries for the three and nine-month periods ended September 30, 1994 and 1993. The following financial information should be read in conjunction with the third quarter of 1994 Form 10-Q. 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 Nine Months Ended September 30, September 30, -------------------- --------------------- 1994 1993 1994 1993 ---- ---- ---- ---- (in thousands, except per share amounts) Selected income data: Net interest income........................ $352,119 $338,234 $1,030,122 $991,851 Provision for losses on loan............... 25,000 30,005 221,900 91,555 Income before cumulative effect of a change in accounting principle.................... 104,221 96,081 137,317/(a)/ 267,753 Net Income.................................. 104,221 96,081 133,887/(a)(b)/ 254,743/(c)/ Per Share: Income before cumulative effect of a change in accounting principle.................... 0.74 0.66 0.97/(a)/ 1.84 Net income.................................. 0.74 0.66 0.95/(a)(b)/ 1.75/(c)/
/(a)/Excluding after-tax merger-related charges of $127.8 million or $0.89 per share recorded in the first quarter of 1994 for the Constellation acquisition and $39.6 million or $0.28 per share recorded in the second quarter of 1994 for the Independence acquisition, selected financial results for the nine months of 1994 were as follows: Income before cumulative effect a change in accounting principle..... $304,764 Per share............................. $2.14
/(b)/Reflects Independence's $3.4 million after-tax, or $0.02 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 $0.09 per share, as the cumulative effect of a change in accounting principle in the first quarter of 1993. PAGE 2 OF 3 RECENT DEVELOPMENTS - continued The ratio of earnings from continuing operations before income taxes to fixed charges of continuing operations for the nine months ended September 30, 1994 was as follows: Combined Corestates (parent company) and CoreStates Capital................... 1.98x CoreStates consolidated: Excluding interest on deposits........... 2.57 Including interest on deposits........... 1.55
Third Quarter Results - --------------------- Net income for the third quarter of 1994 was $104.2 million, or $0.74 per share, compared to $96.1 million, or $0.66 per share for the third quarter of 1993. Total non-interest income for the third quarter of 1994 decreased $22.1 million, or 14.2%, from the third quarter of 1993. This 14.2% decrease results principally from a $27.8 million, or 66.3% decrease in other operating income, principally reflecting a one-time $11.0 million gain recorded on the sale of five branches in the Virgin Islands in the third quarter of 1993 and the impacts of businesses experiencing acquisition-related changes including a $4.5 million decrease in related ongoing revenues, losses of $2.5 million on sales of assets in the third quarter of 1994 and gains of $3.9 million on sales of assets in the third quarter of 1993. Non-interest income for the third quarter of 1994 reflects flat revenues from CoreStates' fee-based businesses as a $2.9 million, or 15.2%, increase in fees for international services was offset by a $2.2 million, or 8.7%, decrease in trust income and a $1.2 million, or 2.6%, decrease in service charges on deposit accounts. Income related to CoreStates' investment in Electronic Payment Services, Inc. ("EPS") was up $4.9 million for the third quarter as a result of the late 1993 restructuring of that investment. Investment securities gains in the third quarter of 1994 were $4.2 million compared to $3.3 million in the prior year third quarter. The third quarters of 1994 and 1993 include gains of $2.8 million and $2.9 million, respectively, recorded on sales of certain bank stock investments. Total non-financial expenses were $298.4 million in the third quarter of 1994, a decrease of $20.4 million, or 6.4% from the third quarter of 1993. Total non-financial expenses in the third quarter of 1993 included a $10.0 million one-time restructuring charge for the formation of the new Transys business unit. Excluding the one-time charge, non-financial expenses decreased 3.4% reflecting some progress toward achieving efficiencies from recent acquisitions. The provision for losses on loans for the third quarter of 1994 was $5.0 million lower than the provision recorded for the third quarter of 1993 and unchanged from the second quarter of 1994's normal provision. Non-performing assets at September 30, 1994 were $356.6 million, compared to $438.7 million at December 31, 1993 and $352.1 million at June 30, 1994. The decline in non-performing loans from December 31, 1993 resulted primarily from the second quarter charge-off and bulk sale of Constellation problem assets. The slight increase in non-performing assets from June 30, 1994 reflected the continuing decline in non-performing assets offset by the addition of a single $25 million credit to non-accrual status. Consolidated total assets at September 30, 1994 were $27.0 billion. The September 30, 1994 tier 1 capital ratio, total capital ratio and tier 1 leverage ratio at 9.1%, 13.2% and 7.9% respectively, were well in excess of regulatory guidelines. PAGE 3 OF 3 -----END PRIVACY-ENHANCED MESSAGE-----