-----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, Vr+1hYQFx6ZoCXyR9ixniMzRj4z26NGLg12QUfAc6tEPS1guc17JlA8gufCJlfSf KjGz/IhwLUXBJrrVl8zxGw== 0001036050-97-000421.txt : 19970630 0001036050-97-000421.hdr.sgml : 19970630 ACCESSION NUMBER: 0001036050-97-000421 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970627 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06879 FILM NUMBER: 97632046 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 11-K 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Exhibit Index is on Page 19 For the fiscal year ended December 31, 1996 Commission file number 0-6879 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: MERIDIAN BANCORP, INC. SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: CORESTATES FINANCIAL CORP Centre Square West 1500 Market Street Philadelphia, PA 19101 REQUIRED INFORMATION The following financial statements and exhibits are filed as part of this report: (a) Item 4 Financial Statements Report of Independent Auditors Statement of Net Assets Available for Benefits, with Fund Information, January 1, 1997 and December 31, 1996 Statement of Net Assets Available for Benefits, with Fund Information, December 31, 1995 Statement of Changes in Net Assets Available for Benefits, with Fund Information, one-day period ended January 1, 1997 Statement of Changes in Net Assets Available for Benefits, with Fund Information, December 31, 1996 Statement of Changes in Net Assets Available for Benefits, with Fund Information, December 31, 1995 Notes to Financial Statements Supplemental Schedules Line 27a -- Assets held for Investment Purposes as of December 31, 1996 Line 27d -- Reportable Transactions, year ended December 31, 1996 and one-day period ended January 1, 1997 SIGNATURE (b) EXHIBIT INDEX (c) Exhibit 23(a) - Consent of Independent Auditors (D) Exhibit 23(b) - Consent of Certified Public Accountants Financial statements schedules not included with this report have been omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. Financial Statements and Supplemental Schedules Meridian Bancorp, Inc. Savings Plan One-day period ended January 1, 1997 and years ended December 31, 1996 and 1995 with Report of Independent Auditors Meridian Bancorp, Inc. Savings Plan Financial Statements and Supplemental Schedules One-day period ended January 1, 1997 and years ended December 31, 1996 and 1995, Contents Report of Independent Auditors.................................................1 Audited Financial Statements Statement of Net Assets Available for Benefits, with Fund Information, January 1, 1997 and December 31, 1996........................................2 Statement of Net Assets Available for Benefits, with Fund Information, December 31, 1995............................................................3 Statement of Changes in Net Assets Available for Benefits, with Fund Information, one-day period ended January 1, 1997..................4 Statement of Changes in Net Assets Available for Benefits, with Fund Information, December 31, 1996.....................................5 Statement of Changes in Net Assets Available for Benefits, with Fund Information, December 31, 1995.....................................6 Notes to Financial Statements..................................................7 Supplemental Schedules Line 27a--Assets Held for Investment Purposes as of December 31, 1996.........15 Line 27d--Reportable Transactions, year ended December 31, 1996 and one-day period ended January 1, 1997........................................16
Report of Independent Auditors To the Board of Directors CoreStates Financial Corp We have audited the accompanying statements of net assets available for benefits of the Meridian Bancorp, Inc. Savings Plan (the Plan) as of January 1, 1997 and December 31, 1996, and the related statements of changes in net assets available for benefits for the one-day period and year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of the Plan for the year ended December 31, 1995 were audited by other auditors whose report, dated May 16, 1996, expressed an unqualified opinion on those statements. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of January 1, 1997 and December 31, 1996 and the changes in net assets available for benefits for the one-day period and year then ended in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of January 1, 1997 and December 31, 1996 and reportable transactions for the one-day period and year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The Fund Information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in our audits of the financial statements as indicated above and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP June 13, 1997 Philadelphia, Pennsylvania 1 Meridian Bancorp, Inc. Savings Plan Statement of Net Assets Available for Benefits, with Fund Information December 31, 1996 and January 1, 1997
Balance at 1996 January 1, 1997 -------------------------------------------------------- Total Fund A Fund B Fund C ---------------------------------------------------------------------------- Assets Cash and cash equivalents $ -- $ 171,966 $ -- $ 42,864 $ -- Investments, at fair value (cost $122,078,461): CoreStates Financial Corp common stock -- 94,795,107 -- -- 94,795,107 Short-term investments -- 31,789,599 291,026 27,541,440 79,544 Mutual funds -- 56,329,971 48,298,206 -- -- Common stock -- 243,580 243,580 -- -- American depository receipts -- 5,231 5,231 -- -- Employee loans -- 8,315,062 -- -- -- ---------------------------------------------------------------------------- Total investments -- 191,478,550 48,838,043 27,541,440 94,874,651 Receivables: Contribution receivable -- 1,623,391 560,706 282,566 604,929 Accrued investment income -- 1,024,411 92,100 -- 886,868 ---------------------------------------------------------------------------- Total assets -- 194,298,318 49,490,849 27,866,870 96,366,448 Liabilities Overdrafts -- 420,563 264,774 -- 78,554 ---------------------------------------------------------------------------- Total liabilities -- 420,563 264,774 -- 78,554 ---------------------------------------------------------------------------- Net assets available for Plan benefits $ -- $193,877,755 $ 49,226,075 $ 27,866,870 $ 96,287,894 ============================================================================ 1996 ---------------------------------------------------------------------------- Segregated Rollover Contribution Payment Contribution Fund D Loan Fund Fund Fund Fund ---------------------------------------------------------------------------- Cash and cash equivalents $ -- $ -- $ -- $ 128,653 $ 449 Investments, at fair value (cost $130,388,666): CoreStates Financial Corp common stock -- -- -- -- -- Short-term investments 69,019 765,394 1,873,849 1,062,206 107,121 Mutual funds 8,031,765 -- -- -- -- Common stock -- -- -- -- -- American depository receipts -- -- -- -- -- Employee loans -- 8,315,062 -- -- -- ---------------------------------------------------------------------------- Total investments 8,100,784 9,080,456 1,873,849 1,062,206 107,121 Receivables: Contribution receivable 122,132 -- 53,058 -- -- Accrued investment income 43,935 1,508 -- -- -- ---------------------------------------------------------------------------- Total assets 8,266,851 9,081,964 1,926,907 1,190,859 107,570 Liabilities Overdrafts 59,590 17,034 611 -- -- ---------------------------------------------------------------------------- Total liabilities 59,590 17,034 611 -- -- ---------------------------------------------------------------------------- Net assets available for Plan benefits $8,207,261 $9,064,930 $1,926,296 $1,190,859 $ 107,570 ============================================================================
See accompanying notes. 2 Meridian Bancorp, Inc. Savings Plan Statement of Net Assets Available for Benefits, with Fund Information December 31, 1995
Total Fund A Fund B Fund C Fund D ------------------------------------------------------------------------ Assets Cash and cash equivalents $ 1,039,333 $ 4,971 $ 1,007,867 $ -- $ 26,430 Investments, at fair value (cost $132,601,926): Meridian Bancorp, Inc. common stock 91,641,939 -- -- 91,641,939 -- Corporate bonds -- -- -- -- -- Short-term investments 26,667,625 2,618 22,609,812 103,029 13,611 U.S. Government securities 4,992,800 -- 4,992,800 -- -- Mutual funds 53,039,687 44,082,891 -- -- 8,956,796 Common stock 270,127 270,127 -- -- -- American depository receipts 3,779 3,779 -- -- -- Employee loans 11,467,707 -- -- -- -- ------------------------------------------------------------------------ Total investments 188,083,664 44,359,415 27,602,612 91,744,968 8,970,407 Receivables: Employer contribution receivable 1,253,676 407,567 261,281 477,650 107,178 Accrued investment income 277,370 205 197,279 1,210 142 ------------------------------------------------------------------------ Total assets 190,654,043 44,772,158 29,069,039 92,223,828 9,104,157 Liabilities Overdrafts 175,498 -- -- 75,299 -- ------------------------------------------------------------------------ Total liabilities 175,498 -- -- 75,299 -- ------------------------------------------------------------------------ Net assets available for Plan benefits $190,478,545 $ 44,772,158 $ 29,069,039 $ 92,148,529 $ 9,104,157 ======================================================================== Segregated Rollover Contribution Payment Contribution Loan Fund Fund Fund Fund ----------------------------------------------------------------- Assets Cash and cash equivalents $ -- $ -- $ -- $ 65 Investments, at fair value (cost $132,601,926): Meridian Bancorp, Inc. common stock -- -- -- -- Corporate bonds -- -- -- -- Short-term investments 982,092 1,708,882 1,223,263 24,318 U.S. Government securities -- -- -- -- Mutual funds -- -- -- -- Common stock -- -- -- -- American depository receipts -- -- -- -- Employee loans 11,467,707 -- -- -- ----------------------------------------------------------------- Total investments 12,449,799 1,708,882 1,223,263 24,318 Receivables: Employer contribution receivable -- -- -- -- Accrued investment income 68,910 6,413 3,103 108 ----------------------------------------------------------------- Total assets 12,518,709 1,715,295 1,226,366 24,491 Liabilities Overdrafts 44,586 55,613 -- -- ----------------------------------------------------------------- Total liabilities 44,586 55,613 -- -- ----------------------------------------------------------------- Net assets available for Plan benefits $12,474,123 $ 1,659,682 $ 1,226,366 $ 24,491 =================================================================
See accompanying notes. Meridian Bancorp, Inc. Savings Plan Statements of Changes in Net Assets Available for Benefits, with Fund Information One-day period ended January 1, 1997
Total Fund A Fund B Fund C Fund D -------------------------------------------------------------------------------- Net assets available for Plan benefits at beginning of period $ 193,877,755 $ 49,226,075 $ 27,866,870 $ 96,287,894 $ 8,207,261 Transfer of assets (193,877,755) (49,226,075) (27,866,870) (96,287,894) (8,207,261) -------------------------------------------------------------------------------- Net assets available for Plan benefits at end of period $ -- $ -- $ -- $ -- $ -- ================================================================================ Segregated Rollover Contribution Payment Contribution Loan Fund Fund Fund Fund --------------------------------------------------------------------------- Net assets available for Plan benefits at beginning of period $ 9,064,930 $ 1,926,296 $ 1,190,859 $ 107,570 Transfer of assets (9,064,930) (1,926,296) (1,190,859) (107,570) --------------------------------------------------------------------------- Net assets available for Plan benefits at end of period $ -- $ -- $ -- $ -- ===========================================================================
See accompanying notes. 4 Meridian Bancorp, Inc. Savings Plan Statements of Changes in Net Assets Available for Benefits, with Fund Information December 31, 1996
Total Fund A Fund B Fund C Fund D -------------------------------------------------------------------------------- Contributions: Employer $ 5,791,764 $ 1,513,542 $ 840,037 $ 1,701,385 $ 355,645 Employee 8,493,028 -- -- -- -- Allocation of employees' contributions -- 2,453,301 1,484,284 2,945,924 648,296 Allocation of employer's contributions -- 498,642 270,347 557,913 113,209 -------------------------------------------------------------------------------- Total contributions 14,284,792 4,465,485 2,594,668 5,205,222 1,117,150 Investment income: Dividends on CoreStates Financial Corp common stock 3,500,920 -- -- 3,500,920 -- Interest 3,110,924 11,461 1,471,096 19,447 534.942 Dividend income 3,930,463 3,930,463 -- -- -- -------------------------------------------------------------------------------- Total investment income 10,541,633 3,941,924 1,471,096 3,520,367 534,942 Net realized and unrealized appreciation (depreciation) in the fair value of investments 33,195,354 7,252,214 8,706 26,230,248 (295,814) Other income/reimbursement of trustee fees 292,163 118,410 142,339 30,058 1,356 Participants' withdrawals (54,703,258) (13,046,547) (9,878,812) (24,853,802) (2,138,309) Administrative fees and expenses (211,474) (17,134) (30,088) (79,656) (22,196) -------------------------------------------------------------------------------- Increase (decrease) in net assets before transfers 3,399,210 2,714,352 (5,692,091) 10,052,437 (802,871) Net participants' interfund transfers -- 1,739,565 4,489,922 (5,913,072) (94,025) -------------------------------------------------------------------------------- Net assets available for Plan benefits at beginning of year 190,478,545 44,772,158 29,069,039 92,148,529 9,104,157 -------------------------------------------------------------------------------- Net assets available for Plan benefits at end of year $ 193,877,755 $ 49,226,075 $ 27,866,870 $ 96,287,894 $ 8,207,261 ================================================================================ Segregated Rollover Contribution Payment Contribution Loan Fund Fund Fund Fund --------------------------------------------------------------------- Contributions: Employer $ -- $ 1,381,155 $ -- $ -- Employee -- 8,234,665 -- 258,363 Allocation of employees' contributions -- (7,531,805) -- -- Allocation of employer's contributions -- (1,440,111) -- -- --------------------------------------------------------------------- Total contributions -- 643,904 -- 258,363 Investment income: Dividends on CoreStates Financial Corp common stock -- -- -- -- Interest 946,714 -- 51,018 1,661 Dividend income -- 73,911 -- -- --------------------------------------------------------------------- Total investment income 946,714 73,911 51,018 1,661 Net realized and unrealized appreciation (depreciation) in the fair value of investments -- -- -- -- Other income/reimbursement of trustee fees -- -- -- -- Participants' withdrawals (3,715,066) (368,122) (702,600) -- Administrative fees and expenses (62,400) -- -- -- --------------------------------------------------------------------- Increase (decrease) in net assets before transfers (2,830,752) 349,693 (651,582) 260,024 Net participants' interfund transfers (578,441) (83,079) 616,075 (176,945) --------------------------------------------------------------------- Net assets available for Plan benefits at beginning of year 12,474,123 1,659,682 1,226,366 24,491 --------------------------------------------------------------------- Net assets available for Plan benefits at end of year $ 9,064,930 $ 1,926,296 $ 1,190,859 $ 107,570 =====================================================================
See accompanying notes 5 Meridian Bancorp, Inc. Savings Plan Statements of Changes in Net Assets Available for Benefits, with Fund Information December 31, 1995
Total Fund A Fund B Fund C ----------------------------------------------------------------------- Contributions: Employer $ 5,022,119 $ 1,588,665 $ 1,093,021 $ 1,813,896 Employee 9,809,432 -- -- -- Allocation of employees' contributions -- 3,581,399 1,958,456 3,254,532 ----------------------------------------------------------------------- Total contributions 14,831,551 5,170,064 3,051,477 5,068,428 Investment income: Dividends on Meridian Bancorp, Inc. common stock 3,061,518 -- -- 3,061,518 Interest 3,106,875 46,580 1,536,951 32,967 Dividends 3,799,195 3,799,195 -- -- ----------------------------------------------------------------------- Total investment income 9,967,588 3,845,775 1,536,951 3,094,485 Net realized and unrealized appreciation (depreciation) in the fair value of investments 48,570,745 8,179,204 302,520 39,303,171 Other income/reimbursement of trustee fees 828,325 163,194 155,669 465,344 Participants' withdrawals (28,190,397) (5,947,668) (5,680,461) (10,067,163) Loan principal repayments 3,614,563 -- -- -- Administrative fees and expenses (209,260) (37,703) (27,780) (64,467) ----------------------------------------------------------------------- Increase (decrease) in net assets before transfers 49,413,115 11,372,866 (661,624) 37,799,798 Net participants' interfund transfers -- (372,979) (437,682) 1,064,230 ----------------------------------------------------------------------- Net assets available for Plan benefits at beginning of year 141,065,430 33,772,271 30,168,345 53,284,501 ----------------------------------------------------------------------- Net assets available for Plan benefits at end of year $ 190,478,545 $ 44,772,158 $ 29,069,039 $ 92,148,529 ======================================================================= Segregated Rollover Contribution Payment Contribution Fund D Loan Fund Fund Fund Fund -------------------------------------------------------------------------- Contributions: Employer $ 439,644 $ -- $ 86,893 $ -- $ -- Employee -- -- 9,365,258 -- 444,174 Allocation of employees' contributions 832,818 -- (9,627,205) -- -- -------------------------------------------------------------------------- Total contributions 1,272,462 -- (175,054) -- 444,174 Investment income: Dividends on Meridian Bancorp, Inc. common stock -- -- -- -- -- Interest 544,734 842,288 67,520 31,299 4,536 Dividends -- -- -- -- -- -------------------------------------------------------------------------- Total investment income 544,734 842,288 67,520 31,299 4,536 Net realized and unrealized appreciation (depreciation) in the fair value of investments 796,291 (10,441) -- -- -- Other income/reimbursement of trustee fees 43,439 85 54 540 -- Participants' withdrawals (1,307,856) (4,702,402) (243,670) (241,177) -- Loan principal repayments -- 3,614,563 -- -- -- Administrative fees and expenses (8,314) (70,210) -- (786) -- -------------------------------------------------------------------------- Increase (decrease) in net assets before transfers 1,340,756 (326,117) (351,150) (210,124) 448,710 Net participants' interfund transfers (201,372) (323,735) (5,128) 910,235 (633,569) -------------------------------------------------------------------------- Net assets available for Plan benefits at beginning of year 7,964,773 13,123,975 2,015,960 526,255 209,350 -------------------------------------------------------------------------- Net assets available for Plan benefits at end of year $ 9,104,157 $ 12,474,123 $ 1,659,682 $ 1,226,366 $ 24,491 ==========================================================================
See accompanying notes. 6 Meridian Bancorp, Inc. Savings Plan Notes to Financial Statements Years ended December 31, 1996 and 1995 1. Description of Plan The following brief description of the Plan is provided for general information only. Participants should refer to the Plan agreement for more complete information. General The Plan is a voluntary defined contribution plan which was established to encourage and assist eligible employees in adopting a regular savings program to help provide additional security for their retirement. The Plan meets the requirements of the Employee Retirement Income Security Act of 1974 (ERISA) and has received qualification as a tax-exempt organization (see note 5). On April 9, 1996, the sponsor of the Plan, Meridian Bancorp, Inc., was acquired by CoreStates Financial Corp (the Company). The Plan remained in effect for the remainder of 1996. On January 1, 1997, the Plan was merged into the CoreStates Employee Stock Ownership and Savings Plan (see note 6). Contributions Employee Contributions Under the terms of the Plan, as existing through December 31, 1996, a participant may direct the Company to make basic contributions to the participant's account of up to 10% of the participant's earnings on a before-tax basis, as authorized by a salary reduction agreement executed by the participant and adopted by the plan administrator. A participant may also elect to make supplemental contributions to his account of up to 10% of earnings on an after- tax basis. In addition, the Plan places a ceiling of 16% of eligible compensation on the combined before-tax and after-tax contributions of the participant. Company Contributions Company matching contributions are made to participant accounts for all eligible employees meeting service requirements. Eligible employees who have been employed for a minimum of two years are eligible to receive matching contributions. In 1995 and 1996, the Company contributed an amount which equaled 100% of a 7 Meridian Bancorp, Inc. Savings Plan Notes to Financial Statements (continued) 1. Description of Plan (continued) Contributions (continued) Company Contributions (continued) participant's basic contributions up to a maximum Company matching contribution of 4% of the employee's earnings. Beginning April 1, 1996, the funding policy was amended to allow the Company's contribution to range from 50% to 150% of a participant's basic contributions up to a maximum Company contribution of 4% of the employee's earnings. For employees whose earnings consist solely of commissions, there is no Company matching. Company contributions must be made only from its profits of the current year and/or accumulated retained earnings. The matching contribution will be allocated among the funds in the same proportion as the participant had elected for any basic contribution. Investment Options At the time an employee elects to become a participant, the participant elects to invest any contributions, in whole percentage increments or a flat dollar amount, to any or all of Funds A - D described below: Fund A - consists primarily of investments in mutual funds designed to invest primarily in common stocks. Fund B - consists primarily of a mutual fund that invests in short-term investments, foreign notes, certificates of deposit maturing within one year, Treasury bonds, Treasury notes, other short-term government obligations, commercial paper, repurchase agreements, asset-backed securities, and a money market account. Fund C - At December 31, 1995, Fund C consisted primarily of investments in Meridian Bancorp, Inc. common stock. On April 9, 1996, as a result of the Meridian Bancorp, Inc. merger with CoreStates Financial Corp, each Meridian Bancorp, Inc. common share was converted to 1.225 CoreStates Financial Corp common shares. Consequently, subsequent to April 9, 1996, Fund C consisted primarily of CoreStates Financial Corp common stock. 8 Meridian Bancorp, Inc. Savings Plan Notes to Financial Statements (continued) 1. Description of Plan (continued) Investment Options (continued) Fund D - consists of investments in mutual funds designed to invest in obligations of the U.S. Government and its agencies, and prime or first quality commercial paper, debt instruments of U.S. corporations, asset backed securities, CMOs, and money market accounts. Other Plan Funds Loan fund - consists of loans granted to participants on available balances. The repayments of principal and interest on the loans may be invested in short-term investments. Participants have the option of borrowing a maximum of the lesser of $50,000 or 50% of their outstanding balance. Contribution fund - primarily represents contributions received and held in short-term investments until such contributions are allocated to other funds in accordance with the employees' election. Segregated payment fund - represents balances of participants who have terminated their plan participation and who will not receive their distribution at the time of termination. Such balances are retained until distribution is required and are invested in short-term instruments. Rollover contribution fund - represents employee contributions from qualified plans of certain merged companies and/or new employees. This fund invests in short-term investments until such funds are allocated to the other funds in accordance with the employees' rollover election. In addition, the trustee may, at its discretion, invest a portion of any fund in cash and other forms of short-term securities. Each participant may transfer all or a portion of his balance in any one or more funds to another fund or funds. Elections for this purpose must be made by the 15/th/ of the month prior to end of each quarter during the Plan year. The transfer will be made as of the first day of the quarter following such an election. 9 Meridian Bancorp, Inc. Savings Plan Notes to Financial Statements (continued) 1. Description of Plan (continued) Vesting Employee contributions, rollovers, and qualified voluntary employee contribution accounts, as affected by investment results, are fully vested at all times. Expenses The expenses of the plan, including but not limited to legal and accounting fees, shall be paid by the Plan unless voluntarily paid by the Company. Payment of Benefits Upon termination of employment, a participant may receive vested benefits as a lump-sum payment or if the participant's vested accrued benefit exceeds $3,500, the participant may elect to receive equal annual installments over a period not exceeding ten years. Loans Active participants, terminated participants, and beneficiaries with accrued benefits under the Plan, may borrow funds from the Plan subject to requirements of the Plan. Loans advanced against employees' vested benefits in the Plan are deducted from the amount of any benefits which are payable to the participant upon termination. Related Party Transactions Prior to April 9, 1996, Meridian Asset Management, Inc. (a wholly-owned subsidiary of Meridian Bancorp, Inc.), through its subsidiaries, acted as trustee to the Plan. After the merger of Meridian Bancorp, Inc. and CoreStates Financial Corp, CoreStates Asset Management (a division of CoreStates Financial Corp), assumed the duties of trustee for the Plan and provided for the management, investment, and reinvestment of the Plan's trust funds. CoreStates Financial Corp provides investment advisory and custodial services for the CoreFund group of Funds. 2. Summary of Accounting Policies Basis of Presentation The accompanying financial statements of the Meridian Bancorp, Inc. Savings Plan (the Plan) have been prepared on the accrual basis and present the net assets available in the Plan and the changes in those net assets. 10 Meridian Bancorp, Inc. Savings Plan Notes to Financial Statements (continued) 2. Summary of Accounting Policies (continued) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying schedules. Actual results could differ from those estimates. Investments Investments are carried at fair value. The value of common stock and debt securities is the last reported sales price on the last day of the year. Mutual funds are valued at net asset value at the close of business on the last business day of the Plan year. Employee loans are stated at their unpaid principal balance which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. Reclassification Certain prior year amounts were reclassified to conform to current year format. 3. Investments
Investments at Fair Value as Determined by Quoted Market Price 1996 1995 - ----------------------------------------------------------------------------- Domestic common stock: Hercules Inc. Common $ 173,216 $ 225,782 Monsanto Co. Common 70,364 44,345 ---------------------- 243,580 270,127 American depository receipts: British Pete PLC American Depository Share $ 5,231 $ 3,779
11 Meridian Bancorp, Inc. Savings Plan Notes to Financial Statements (continued) 3. Investments (continued)
Investments at Fair Value as Determined by Quoted Market Price 1996 1995 - ------------------------------------------------------------------------------- Mutual funds: Conestoga Equity Fund (dividend reinvestment) * - 44,082,891 Conestoga Bond Fund (dividend reinvestment) - 8,956,796 CoreFund Equity Fund Class Y * 48,298,206 - CoreFund Bond Fund Class Y 8,031,765 - ---------------------------- 56,329,971 53,039,687 CoreStates Financial Corp common stock (1,827,376 shares) * 94,795,107 - Meridian Bancorp, Inc. common stock (1,970,794 shares) * - 91,641,939 Short-term investments: Meridian Market Rate for Employee Benefit Accounts (money market) - 4,057,813 Conestoga Cash Management Fund * - 22,609,812 CoreFund Cash Reserve Class Y * 30,883,628 - CoreStates TR Money Market Fund 905,971 - ---------------------------- 31,789,599 26,667,625 U.S. Government securities: U.S. Treasury notes: 4.00%, due 1/31/96 - 3,996,240 4.25%, due 5/15/96 - 996,560 ---------------------------- 4,992,800 Employee loans 8,315,062 11,467,707 ---------------------------- Total investments $191,478,550 $188,083,664 ============================
* Represents greater than 5% of net assets available for benefits. 12 Meridian Bancorp, Inc. Savings Plan Notes to Financial Statements (continued) 3. Investments (continued) The Plan's investments are held by a bank-administered trust fund. During 1996 and 1995, the Plan's investments (including investments bought, sold, as well as held during the year) appreciated (depreciated) in fair value as follows:
Net Appreciation in Fair Value During 1996 and 1995 ------------------------------------ Fair value as determined by quoted market prices: Common stock $26,230,248 $39,303,171 Mutual funds 6,965,106 9,267,574 ------------------------------------ $33,195,354 $48,570,745 ====================================
4. Plan Termination CoreStates has the authority to terminate the Plan at any time. If the Plan were to be terminated, each participant would remain fully entitled to the value of his or her account. 5. Income Tax Status The Plan has received notification from the Internal Revenue Service that it qualifies as a tax-exempt organization under Sections 401(a), 401(k), and 501(a) of the Internal Revenue Code. As such, no provision for federal income taxes has been included in the financial statements. Participants are not subject to federal income tax on employer contributions or the income allocated to their account until they receive a distribution of benefits or make a withdrawal. 13 Meridian Bancorp, Inc. Savings Plan Notes to Financial Statements (continued) 6. Subsequent Events Effective January 1, 1997, the Plan was merged into, and participants of the Plan became eligible to participate in, the CoreStates Employee Stock Ownership and Savings Plan, as a result of the April 9, 1996 acquisition by CoreStates Financial Corp of Meridian Bancorp, Inc. As a result, the net assets of the Plan were transferred into the CoreStates Employee Stock Ownership and Savings Plan as of January 1, 1997. The transfer of assets does not constitute a termination of the Plan. 14 Meridian Bancorp, Inc. Savings Plan Line 27a--Assets Held for Investment Purposes December 31, 1996
Identity of Issue, Borrower, Current Lessor or Similar Party Cost Value - ---------------------------------------------------------------------- Domestic common stock: Hercules Inc. Common $ 71,059 $ 173,216 Monsanto Co. Common 29,943 70,364 ------------------------------ 101,002 243,580 American depository receipts: British Pete PLC American Depository share 3,159 5,231 Mutual funds: CoreFund Equity Fund Class Y* 42,313,815 48,298,206 CoreFund Bond Fund Class Y* 7,739,330 8,031,765 ------------------------------ 50,053,145 56,329,971 CoreStates Financial Corp common stock* 31,816,494 94,795,107 Short-term investments: CoreFunds Cash Reserve Class Y* 30,883,628 30,883,628 CoreStates TR Money Market Fund* 905,971 905,971 ------------------------------ 31,789,599 31,789,599 Employee loans 8,315,062 8,315,062 ------------------------------ Total investments $122,078,461 $191,478,550 ==============================
* Indicates party-in-interest to the Plan. 15 Meridian Bancorp, Inc. Savings Plan Line 27d--Reportable Transactions Year ended December 31, 1996
(A) (A) Identity of Purchase Selling Gain Parties Involved Description of Assets Price Price (Loss) - ---------------------------------------------------------------------------------------------------------- Category III--A series of transactions in a security issue aggregating in excess of 5% of plan assets - ----------------------------------------------------------------------------------------------------- CoreFund Cash Reserve Class Y* Purchased 18,457,226 units; sold 10,932,289 units $18,457,226 $10,932,289 $ -- CoreStates TR Money Market Fund* Purchased 7,361,136 units; sold 6,793,427 units 7,361,136 6,793,427 -- CoreStates Financial Corp* Purchased 40,984 units; sold 334,006 units 1,676,836 13,607,237 7,928,428 Meridian Money Market* Purchased 33,104,616 units; sold 28,070,836 units 33,104,616 35,123,702 -- CoreFund Equity Fund Class Y* Purchased 298,803 units; sold 404,460 units 5,317,032 7,126,602 779,743
* Indicates party-in-interest to the Plan. There were no Category I, II, or IV transactions during the year ended December 31, 1996. (A) Commissions and fees related to purchases and sales of investments are included in the cost of the investment or the proceeds from the sale and are not separately identified. There were no reportable transactions during the one-day period ended January 1, 1997. 16 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustee has duly caused this annual report to be signed on its behalf by the undersigned hereunto authorized. MERIDIAN TRUST COMPANY, as Trustee for MERIDIAN BANCORP, INC. SAVINGS PLAN Date: June 27, 1997 By:/s/ Vikram H. Dewan ------------------------------ Vikram H. Dewan, Executive Vice President CoreStates Financial Corp EXHIBIT INDEX Sequentially Exhibit No. Description Numbered 23(a) Consent of Independent Auditors 18 23(b) Consent of Certified Public Accountants 19 17 EX-23.A 2 CONSENT OF INDEPENDENT AUDITORS Exhibit 23(a) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-12292) pertaining to the Meridian Bancorp, Inc. Savings Plan of CoreStates Financial Corp of our report dated June 13, 1997, with respect to the financial statements and schedules of the Meridian Bancorp, Inc. Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1996. /s/ Ernst & Young LLP Philadelphia, Pennsylvania June 27, 1997 18 EX-23.B 3 CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS Exhibit 23(b) CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS The Board of Directors CoreStates Financial Corp We consent to incorporation by reference in the Registration Statement (Registration No. 33-12292) on Form S-8 of Meridian Bancorp, Inc. of our report dated May 16, 1996 relating to the statements of net assets available for plan benefits of the Meridian Bancorp, Inc. Savings Plan as of December 31, 1995 and 1994, and the related statements of changes in net assets available for plan benefits for each of the years in the three-year period ended December 31, 1995, which report appears in the December 31, 1995 annual report on Form 11-K of the Meridian Bancorp, Inc. Savings Plan. /s/ KPMG Peat Marwick LLP Philadelphia, Pennsylvania June 27, 1997 19 -----END PRIVACY-ENHANCED MESSAGE-----