FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 (X) Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 OR ( ) Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended: March 31, 1996 Commission File Number: 0-17286 PRIME BANCORP, INC. (Exact name of registrant as specified in its charter) Delaware 23-2528428 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6425 Rising Sun Avenue, Philadelphia, Pennsylvania 19111 (Address of principal executive offices) (Zip Code) (215) 742-5300 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No The number of shares outstanding of the Registrant's common stock as of March 31, 1996: Common Stock -- 3,723,353 PART II OTHER INFORMATION Item 1 Legal Proceedings The Company is not engaged in any legal proceedings of a material nature at the present time. From time to time, the Company is a party to legal proceedings wherein it enforces its security interest in mortgage loans made by it. Item 2 Changes in Securities Not applicable. Item 3 Defaults Upon Senior Securities Not applicable. Item 4 Submission of Matters to a Vote of Security Holders The 1996 Annual Meeting of Stockholders of Prime Bancorp, Inc. was held on April 17, 1996 for the purpose of electing two directors, the appointment of KPMG Peat Marwick LLP as independent auditors for the fiscal year 1996. The results of the voting with respect to each nominee for director and, with respect to the ratification of auditors were as follows: 1. Directors For Withheld Non-Vote a. Raymond L. Weimann 2,866,959 141,249 -- b. Erwin T. Straw 2,866,959 141,249 -- 2. Ratification of Auditors For Against Abstain Non-Vote 2,993,716 6,909 7,580 -- Item 5 Other Information Not applicable. Item 6 Exhibits and Reports on Form 8-K (a) Exhibits 27. Financial Data Schedules (b) Reports on Form 8-K None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: May 15, 1996 /s/ James J. Lynch James J. Lynch President and Chief Executive Officer Date: May 15, 1996 /s/ Michael J. Sexton Michael J. Sexton Treasurer and Chief Financial Officer EXHIBIT INDEX EXHIBIT METHOD OF FILING 27. Financial Data Schedules ............. Filed herewith electronically