-----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, hL5573y7TdLlzpz9gnfZ6rrGo7UPW85HdmCJaTAr61deC1ohxvzs6qnozh5EFCip 017fsC/FXbDfwsarHDXb4Q== 0000950109-94-001825.txt : 19941010 0000950109-94-001825.hdr.sgml : 19941010 ACCESSION NUMBER: 0000950109-94-001825 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19941007 SROS: NONE 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-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 033-55505 FILM NUMBER: 94552093 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-4/A 1 FORM S-4/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 7, 1994 REGISTRATION NO. 33-55505 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- CORESTATES FINANCIAL CORP (EXACT NAMES OF REGISTRANT AS SPECIFIED IN ITS CHARTER) PENNSYLVANIA 6711 23-1899716 (STATE OR OTHER (PRIMARY STANDARD (I.R.S. JURISDICTION OF INDUSTRIAL EMPLOYERIDENTIFICATION NO.) INCORPORATION OR CLASSIFICATION NO.) ORGANIZATION) PHILADELPHIA NATIONAL BANK BUILDING BROAD AND CHESTNUT STREETS PHILADELPHIA, PA 19107 (215) 973-5680 (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) --------------- COPIES TO: L. GARRETT DUTTON, JR., ESQ. RONALD GOLDSTEIN, ESQ. PEPPER, HAMILTON & SCHEETZ GENERAL COUNSEL 3000 TWO LOGAN SQUARE GERMANTOWN SAVINGS BANK PHILADELPHIA, PA 19103-2799 ONE BELMONT AVENUE (215) 981-4041 BALA CYNWYD, PA 19004-1646 (610) 660-8459 --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after effective date of this Registration Statement and upon consummation of the merger of Germantown Savings Bank ("GSB") with and into a subsidiary of the Registrant as described herein (the "Merger"). If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [_] 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. REGISTRANT FILES THIS AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT SOLELY FOR THE PURPOSE OF FILING EXHIBITS 8, 23(E) AND 99(A) TO THE REGISTRATION STATEMENT. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 2(a) --Agreement and Plan of Merger, as amended, dated as of the 7th of March, 1994, is Annex A to the Proxy Statement-Prospectus included in Part I and is incorporated herein by reference. 2(b) --Agreement to Merge dated , 1994, is Annex B to the Proxy Statement-Prospectus included in Part I and is incorporated herein by reference. 3(a) --The rights of the holders of CoreStates Financial Corp Common Stock are contained in the Articles of Incorporation of CoreStates Financial Corp as amended through May 3, 1993, filed as Exhibit 3(a) to the CoreStates Financial Corp Current Report on Form 8-K dated October 21, 1993 and incorporated herein by reference. 3(b) --Bylaws of CoreStates Financial Corp as amended through April 20, 1993, filed as Exhibit 3(b) to the CoreStates Financial Corp Current Report on Form 8-K dated October 21, 1993, and incorporated herein by reference. ** 5 --Opinion with consent of David J. Martin regarding legality of securities being registered * 8 --Opinion with consent of Pepper, Hamilton & Scheetz regarding certain tax matters. 12(a) --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 Report on Form 10-Q for the quarter ended June 30, 1994 and incorporated herein by reference. 12(b) --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 Report on Form 10-Q for the quarter ended June 30, 1994 and incorporated herein by reference. **23(a) --Consent of Ernst & Young LLP with respect to CoreStates Financial Corp. **23(b) --Consent of KPMG Peat Marwick LLP with respect to Constellation Bancorp. **23(c) --Consent of Coopers & Lybrand LLP with respect to Independence Bancorp, Inc. & Germantown Savings Bank. **23(d) --Consent of Deloitte & Touche LLP with respect to Germantown Savings Bank. *23(e) --Consent of Alex. Brown & Sons Inc. **24 --Powers of Attorney. *99(a) --Draft Proxy Card. 99(b) --Stock Option Agreement dated as of the 7th of March, 1994, is Annex C to the Proxy Statement-Prospectus included in Part I and is incorporated herein by reference. 99(c) --Opinion of Alex. Brown & Sons Inc. is Annex D to the Proxy Statement-Prospectus included in Part I and is incorporated herein by reference. 99(d) --GSB Annual Report filed with the FDIC on Form F-2 for the year ended December 31, 1993 (which includes portions of the 1993 Annual Report to Shareholders) is Annex F to the Proxy Statement-Prospectus included in Part I and is incorporated herein by reference. **99(e) --GSB Current Report filed with the FDIC on Form F-3 dated March 10, 1994. **99(f) --GSB Current Report filed with the FDIC on Form F-3 dated August 1, 1994. **99(g) --GSB Quarterly Report filed with the FDIC on Form F-4 for the quarter ended March 31, 1994. 99(h) --GSB Quarterly Report filed with the FDIC on Form F-4 for the quarter ended June 30, 1994 is Annex G to the Proxy Statement-Prospectus included in Part I and is incorporated herein by reference.
- -------- * Filed herewith. ** Previously filed. II-1 SIGNATURES CORESTATES FINANCIAL CORP PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, CORESTATES FINANCIAL CORP HAS DULY CAUSED THIS AMENDMENT NO. 1 TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF PHILADELPHIA, COMMONWEALTH OF PENNSYLVANIA, ON OCTOBER 7, 1994. CORESTATES FINANCIAL CORP /s/ Terrence A. Larsen By: _________________________________ TERRENCE A. LARSEN CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURES CAPACITY DATE ---------- -------- ---- * Director, Chairman of October 7, 1994 - --------------------------------- the Board, President TERRENCE A. LARSEN and Chief Executive Officer (principal executive officer) /s/ David C. Carney Chief Financial October 7, 1994 - --------------------------------- Officer (principal DAVID C. CARNEY financial officer) * Executive Vice October 7, 1994 - --------------------------------- President (principal ALBERT W. MANDIA accounting officer) * Director October 7, 1994 - --------------------------------- GEORGE A. BUTLER * Director October 7, 1994 - --------------------------------- ROBERT H. CAMPBELL * Director October 7, 1994 - --------------------------------- NELSON G. HARRIS
II-2
SIGNATURES CAPACITY DATE ---------- -------- ---- * Director October 7, 1994 - --------------------------------- CARLTON E. HUGHES * Director October 7, 1994 - --------------------------------- SHIRLEY A. JACKSON * Director October 7, 1994 - --------------------------------- ERNEST E. JONES * Director October 7, 1994 - --------------------------------- HERBERT LOTMAN * Director October 7, 1994 - --------------------------------- PATRICIA A. MCFATE * Director October 7, 1994 - --------------------------------- JOHN A. MILLER * Director October 7, 1994 - --------------------------------- MARLIN MILLER, JR. * Director October 7, 1994 - --------------------------------- STEPHANIE W. NAIDOFF * Director October 7, 1994 - --------------------------------- SEYMOUR S. PRESTON, III * Director October 7, 1994 - --------------------------------- JAMES M. SEABROOK
II-3
SIGNATURES CAPACITY DATE ---------- -------- ---- * Director October 7, 1994 - --------------------------------- J. LAWRENCE SHANE * Director October 7, 1994 - --------------------------------- RAYMOND W. SMITH * Director October 7, 1994 - --------------------------------- HAROLD A. SORGENTI - --------------------------------- Director PETER S. STRAWBRIDGE
* By: /s/ David C. Carney ----------------------------- ATTORNEY-IN-FACT II-4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE ----------- ----------- ---- 2(a) Agreement and Plan of Merger, as amended, dated as of the 7th of March, 1994, is Annex A to the Proxy Statement- Prospectus included in Part I and is incorporated herein by reference 2(b) Agreement to Merge dated , 1994, is Annex B to the Proxy Statement-Prospectus included in Part I and is incorporated herein by reference 3(a) The rights of the holders of CoreStates Financial Corp Common Stock are contained in the Articles of Incorporation of CoreStates Financial Corp as amended through May 3, 1993, filed as Exhibit 3(a) to the CoreStates Financial Corp Current Report on Form 8-K dated October 21, 1993 and incorporated herein by reference 3(b) Bylaws of CoreStates Financial Corp as amended through April 20, 1993, filed as Exhibit 3(b) to the CoreStates Financial Corp Current Report on Form 8-K dated October 21, 1993, and incorporated herein by reference **5 Opinion with consent of David J. Martin regarding legality of securities being registered *8 Opinion with consent of Pepper, Hamilton & Scheetz regarding certain tax matters 12(a) 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 Report on Form 10-Q for the quarter ended June 30, 1994 and incorporated herein by reference 12(b) 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 Report on Form 10-Q for the quarter ended June 30, 1994 and incorporated herein by reference **23(a) Consent of Ernst & Young LLP with respect to CoreStates Financial Corp. **23(b) Consent of KPMG Peat Marwick LLP with respect to Constellation Bancorp **23(c) Consent of Coopers & Lybrand LLP with respect to Independence Bancorp, Inc and Germantown Savings Bank **23(d) Consent of Deloitte & Touche LLP with respect to Germantown Savings Bank *23(e) Consent of Alex. Brown & Sons Inc. **24 Powers of Attorney *99(a) Draft Proxy Card 99(b) Stock Option Agreement dated as of the 7th of March, 1994, is Annex C to the Proxy Statement-Prospectus included in Part I and is incorporated herein by reference 99(c) Opinion of Alex. Brown & Sons Inc. is Annex D to the Proxy Statement-Prospectus included in Part I and is incorporated herein by reference 99(d) GSB Annual Report filed with the FDIC on Form F-2 for the year ended December 31, 1993 (which includes the 1993 Annual Report to Shareholders) is Annex F to the Proxy Statement-Prospectus included in Part I and is incorporated herein by reference **99(e) GSB Current Report filed with the FDIC on Form F-3 dated March 10, 1994 **99(f) GSB Current Report filed with the FDIC on Form F-3 dated August 1, 1994 **99(g) GSB Quarterly Report filed with the FDIC on Form F-4 for the quarter ended March 31, 1994 99(h) GSB Quarterly Report filed with the FDIC on Form F-4 for the quarter ended June 30, 1994 is Annex G to the Proxy Statement-Prospectus included in Part I and is incorporated herein by reference
- -------- * Filed herewith. ** Previously filed. EX-8 2 OPINION OF PEPPER, HAMILTON EXHIBIT 8 October 7, 1994 CoreStates Financial Corp. Philadelphia National Bank Building Broad and Chestnut Streets Philadelphia, PA 19107 Germantown Savings Bank One Belmont Avenue Bala Cynwyd, PA 19004 Ladies and Gentlemen: This opinion is being delivered to you in connection with the acquisition by CoreStates Financial Corp., a Pennsylvania corporation ("CoreStates"), and CoreStates Bank, National Association, a banking association organized under the laws of the United States and wholly-owned subsidiary of CoreStates ("CBNA"), of Germantown Savings Bank, a Pennsylvania capital stock savings bank ("GSB"). Pursuant to the Agreement and Plan of Merger, dated March 7, 1994, as amended, and the related Agreement to Merge (collectively, the "Agreement"), GSB will merge with and into CBNA (the "Merger"). Except as otherwise provided, capitalized terms referred to herein have the meanings set forth in the Agreement. All section references, unless otherwise indicated, are to the Internal Revenue Code of 1986, as amended (the "Code"). We have acted as legal counsel to GSB in connection with the Merger. As such, and for the purpose of rendering this opinion, we have examined (or will examine on or prior to the Effective Time of the Merger) and are relying (or will rely) upon (without any independent investigation or review thereof) the truth and accuracy, at all relevant times, of the statements, covenants, representations and warranties contained in the following documents: 1. The Agreement (including Exhibits); 2. Representations made to us by CoreStates; 3. Representations made to us by GSB; 4. The applications being filed with the Office of the Comptroller of the Currency and the Board of Governors of the Federal Reserve System in connection with the Merger; and 5. Such other instruments and documents related to the formation, organization and operation of CoreStates, CBNA and GSB, and to the consummation of the Merger and the transactions contemplated thereby as we have deemed necessary or appropriate. In connection with rendering this opinion, we have assumed or obtained representations (and are relying thereon, without any independent investigation or review thereof) that: 1. Original documents (including signatures) are authentic, documents submitted to us as copies conform to the original documents, and there has been (or will be by the Effective Time of the Merger) due execution and delivery of all documents where due execution and delivery are prerequisites to effectiveness thereof. 2. The Merger will be effective under the applicable state law. 3. The continuity of interest requirement as specified in Treas. Reg. (S)1.368-1(b) and as interpreted in certain Internal Revenue Service rulings and federal judicial decisions will be satisfied. 4. After the Merger, CBNA will hold "substantially all" of its and GSB's properties within the meaning of IRC (S)368(a)(2)(D) and the regulations promulgated thereunder. 5. To the extent any expenses relating to the Merger (or the "plan of reorganization" within the meaning of Treas. Reg. (S)1.368-1(c) with respect to the Merger) are funded directly or indirectly by a party other than the incurring party, such expenses will be within the guidelines established in Revenue Ruling 73-54, 1973-1 C.B. 187. 6. No outstanding indebtedness of CoreStates, CBNA or GSB has represented or will represent equity for tax purposes; no outstanding equity of CoreStates, CBNA or GSB has represented or will represent indebtedness for tax purposes. 7. Any representation or statement made "to the best of knowledge" or similarly qualified is correct without such qualification. Based on our examination of the foregoing items and subject to the assumptions, exceptions, limitations and qualifications set forth herein, it is our opinion that the following federal income tax consequences will apply to the Merger: 1. For federal income tax purposes, the Merger will constitute a "reorganization" as defined in IRC (S)368(a). IRC (S)368(a)(1)(D). CoreStates, CBNA and GSB each will be "a party to a reorganization" within the meaning of IRC (S)368(b). 2. No gain or loss will be recognized by CoreStates as a result of the exchange of shares of common stock of CoreStates ("CoreStates Stock") for shares of common stock of GSB ("GSB Stock") pursuant to the Merger (IRC (S)(S)361(a) and 357(a)). 3. No gain or loss will be recognized by holders of GSB Stock as a result of the exchange of such shares solely for shares of CoreStates Stock pursuant to the Merger (IRC (S)(S)354(a) and 357(a)). 4. Gain or loss will be recognized by holders of GSB Stock on any receipt of cash, including cash received in lieu of fractional shares. Any cash received by a shareholder of GSB in lieu of a fractional share will be treated as received in exchange for such fractional share and not as a dividend. Rev. Rul. 66-365, 1966-2 C.B. 116. Assuming that the GSB Stock constitutes a capital asset in the hands of such shareholder, any gain or loss recognized as a result of the receipt of cash in the Merger will be treated as capital gain or loss equal to the difference between the cash received and the portion of the shareholder's basis in the GSB Stock allocable to such receipt of cash, including the basis of any fractional share interest. 5. The basis of the CoreStates Stock received by the shareholders of GSB will be the same as the basis of their GSB Stock surrendered in exchange therefor. IRC (S)1012. 6. The holding period of the CoreStates Stock received by the shareholders of GSB will include the holding period of their GSB Stock surrendered in exchange therefor. IRC (S)1223. In addition to the assumptions set forth above, this opinion is subject to the exceptions, limitations and qualifications set forth below. 1. This opinion represents and is based upon our best judgment regarding the application of federal income tax laws arising under the Code, existing judicial decisions, administrative regulations and published rulings and procedures. Our opinion is not binding upon the Internal Revenue Service or the courts, and the Internal Revenue Service is not precluded from successfully asserting a contrary position. Furthermore, no assurance can be given that future legislative, judicial or administrative changes, on either a prospective or retroactive basis, would not adversely affect the accuracy of the conclusions stated herein. Nevertheless, we undertake no responsibility to advise you of any new developments in the application or interpretation of the federal income tax laws. 2. This opinion addresses only the specific tax opinions set forth above, and does not address any other federal, state, local or foreign tax consequences that may result from the Merger or any other transaction (including any transaction undertaken in connection with the Merger). In particular, we express no opinion regarding (i) whether and the extent to which any GSB shareholder who has provided or will provide services to CoreStates, CBNA or GSB will have compensation income under any provision; (ii) the effects of such compensation income, including but not limited to the effect upon the basis and holding period of the CoreStates stock received by any such shareholder in the Merger; (iii) the potential application of the "golden parachute" provisions (IRC (S)(S)280G, 3121(v)(2) and 4999), the alternative minimum tax provisions (IRC (S)(S)55, 56 and 57) or IRC (S)(S)108, 305, 306, 357, 424 and 708, or the regulations promulgated thereunder; (iv) the survival or availability, after the Merger, of any of the federal income tax attributes or elections of GSB, after application of any provision of the Code, as well as the regulations promulgated thereunder and judicial interpretations thereof; (v) the basis of any equity interest in GSB acquired by CoreStates in the Merger; (vi) the tax consequences of any transaction in which GSB stock or a right to acquire GSB stock was received; and (vii) the tax consequences of the Merger (including the opinions set forth above) as applied to specific stockholders of GSB or holders of options or warrants for GSB stock or that may be relevant to particular classes of GSB stockholders or holders of options or warrants for GSB stock including but not limited to dealers in securities, corporate shareholders subject to the alternative minimum tax, foreign persons, and holders of shares acquired upon exercise of stock options or in other compensatory transactions, including without limitation the tax consequences to the holders of options for GSB stock of the Merger and their receipt of cash or options for CoreStates stock. 3. No opinion is expressed as to any transaction other than the Merger or to any transaction whatsoever, including the Merger, if all of the transactions contemplated by the Agreement are not consummated in accordance with the terms of such Agreement and without waiver or breach of any material provision thereof, or if all of the representations, warranties, statements and assumptions upon which we relied are not true and accurate at all relevant times. In the event that any one of the statements, representations, warranties or assumptions upon which we have relied to issue this opinion is incorrect, our opinion might be adversely affected and may not be relied upon. 4. This opinion is intended solely for your use in connection with the Merger and for the purpose of including this opinion as a part of the regulatory applications being filed in connection with the Merger; it may not be relied upon for any other purpose or by any other person or entity, and may not be made available to any other person or entity without our prior written consent. We hereby consent to the reference to our firm under the captions "SUMMARY--Tax Consequences" and "THE MERGER--Certain Federal Income Tax Considerations" and in the Proxy-Statement Prospectus included in the Registration Statement on Form S-4 (the "Registration Statement") filed by CoreStates under the Securities Act of 1993, as amended (the "Act") and to the filing of this opinion as an exhibit to the Registration Statement. Such consent does not constitute a consent under Section 7 of the Act, since we have not certified any part of such Registration Statement and do not otherwise come within the categories of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, PEPPER, HAMILTON & SCHEETZ /s/ Michael W. Freeland By: _________________________________ Michael W. Freeland, a Partner EX-23.E 3 CONSENT OF ALEX BROWN AND SONS EXHIBIT 23(E) CONSENT OF ALEX. BROWN & SONS INCORPORATED We hereby consent to the inclusion of our opinion dated October 7, 1994 as an Annex to the Proxy Statement-Prospectus filed as part of the Registration Statement on Form S-4 of CoreStates Financial Corp and to the references to our firm as Financial Adviser to Germantown Savings Bank and to our opinion contained in said Proxy Statement-Prospectus. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission. ALEX. BROWN & SONS INCORPORATED By: /s/ J. Adam Hitt --------------------------------- NAME: J. ADAM HITT TITLE: PRINCIPAL October 7, 1994 EX-99.A 4 DRAFT OF PROXY CARD PROXY EXHIBIT 99(A) GERMANTOWN SAVINGS BANK SPECIAL MEETING NOVEMBER 10, 1994 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned, revoking all prior proxies, hereby acknowledges receipt of the Proxy Statement dated October 7, 1994 and appoints Frank O. Bourne and Harold C. Sundby, Jr. or any of them, with full power of substitution, as the undersigned's proxies to vote all shares of Common Stock of Germantown Savings Bank (the "Bank") which the undersigned is entitled to vote at the Special Meeting of Shareholders called for November 10, 1994 and at any adjournment thereof. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2 LISTED ON THE REVERSE SIDE. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSAL 1 AND 2. SEE REVERSE SIDE [X] PLEASE MARK VOTES AS IN THIS EXAMPLE. 1. Merger Proposal. On the Merger Proposal providing for the merger of the Bank with and into CoreStates Bank, N.A., a wholly-owned subsidiary of CoreStates Financial Corp, as described in the Proxy Statement. FOR AGAINST ABSTAIN [_] [_] [_] 2. Adjournment Proposal. On the proposal to adjourn the meeting, if necessary, in order to solicit additional proxies in favor of the Merger Proposal. FOR AGAINST ABSTAIN [_] [_] [_] The proxies are authorized to vote on such other business as is properly brought before the Special Meeting for action in accordance with their judgment as to the best interests of the Bank. MARK HERE MARK HERE FOR IF YOU ADDRESS [_] PLAN TO [_] CHANGE ATTEND AND NOTE THE AT LEFT MEETING PLEASE COMPLETE DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. Please sign exactly as name appears hereon. When signing as attorney, executor, trustee, guardian, etc., please give full title as such. If shares are held jointly, each holder must sign. Signature: Date ------------ -------------------------------------------------- Signature: Date ------------ -------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----