SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SAMUEL ANDREW S

(Last)

(First)

(Middle)

235 N. SECOND STREET

P.O. BOX 1711

(Street)

HARRISBURG

17105-1711

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WAYPOINT FINANCIAL CORP [ WYPT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. EVP

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/21/2005		D		7,760	D	$28⁽¹⁾	0	I	Unvested Restricted Shares (RRP Plan)
Common Stock	01/21/2005		D		1,820	D	$28⁽¹⁾	0	I	ESOP
Common Stock	01/21/2005		D		20,694	D	$28⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option Right to Buy	$15.53	01/21/2005		D			966	04/20/2000⁽²⁾	04/20/2010⁽²⁾	Common Stock	966	$0.00	0	D
Stock Option Right to Buy	$7.14	01/21/2005		D			1	04/16/1997⁽²⁾	04/16/2007⁽²⁾	Common Stock	1	$0.00	0	D
Stock Option Right to Buy	$8.46	01/21/2005		D			1,932	02/17/2001⁽²⁾	02/17/2011⁽²⁾	Common Stock	1,932	$0.00	0	D
Stock Option Right to Buy	$9.49	01/21/2005		D			3,381	02/22/2002⁽²⁾	02/22/2012⁽²⁾	Common Stock	3,381	$0.00	0	D
Stock Option Right to Buy	$13.65	01/21/2005		D			22,050	12/20/2001⁽²⁾	12/20/2011⁽²⁾	Common Stock	22,050	$0.00	0	D
Stock Option Right to Buy	$15.87	01/21/2005		D			6,107	03/21/2003⁽²⁾	03/21/2013⁽²⁾	Common Stock	6,107	$0.00	0	D
Stock Option Right to Buy	$15.88	01/21/2005		D			1,050	07/25/2003⁽²⁾	07/25/2013⁽²⁾	Common Stock	1,050	$0.00	0	D
Stock Option Right to Buy	$16.76	01/21/2005		D			7,350	03/26/2004⁽²⁾	03/26/2014⁽²⁾	Common Stock	7,350	$0.00	0	D
Stock Option Right to Buy	$22.58	01/21/2005		D			15,000	01/22/2005⁽²⁾	01/22/2015⁽²⁾	Common Stock	15,000	$0.00	0	D

Explanation of Responses:

1. Disposed of pursuant to a merger agreement between issuer and Sovereign Bancorp, Inc. Under the terms of the merger agreement, each outstanding share of issuer common stock has been converted into the right to receive 1.262 shares of Sovereign common stock (plus cash in lieu of any fractional share interest) or $28.00 in cash. Holders of issuer common stock were given the opportunity to elect whether to receive shares of Sovereign common stock, cash or a combination of stock and cash in exchange for their shares of issuer common stock, subject to election and proration procedures set forth in the merger agreement designed to ensure that 70% of the shares of issuer common stock are exchanged for Sovereign Bancorp, Inc. common stock and 30% for cash. As of the date of this filing, the proration and allocation procedures have not been completed. As a result of the merger, the reporting person no longer beneficially owns directly or indirectly any shares of Waypoint Financial common stock.

2. Pursuant to the merger agreement between the issuer and Sovereign Bancorp, inc., each outstanding option for issuer common stock at the effective time of the merger was converted into an option for Sovereign Bancorp, Inc. common stock, with the number of Sovereign Bancorp shares subject to the option equal to the number of issuer shares subject to the option immediately prior to the conversion multiplied by the exchange ratio in the merger, rounded down to the nearest number of whole shares, and at an exercise price equal to the exercise price immediately before conversion divided by the merger exchange ratio, rounded up to the nearest cent. All options became fully vested as a result of the merger.

Remarks:

	Richard C. Ruben Attorney-in-fact for Andrew S. Samuel	01/21/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.