-----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, QGhGT9rLxzkGby7br6mt9Z7A2j34XozNunGejUgSbsPdNgHoN/s7RIqljUQXOGby 36UYo1cZrnxyeZR+pCM8Qw== 0000950103-07-001520.txt : 20070615 0000950103-07-001520.hdr.sgml : 20070615 20070615150130 ACCESSION NUMBER: 0000950103-07-001520 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070615 DATE AS OF CHANGE: 20070615 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOVEREIGN BANCORP INC CENTRAL INDEX KEY: 0000811830 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 232453088 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39453 FILM NUMBER: 07922779 BUSINESS ADDRESS: STREET 1: 1500 MARKET ST CITY: PHILADELPHIA STATE: PA ZIP: 19102 BUSINESS PHONE: 2155574630 MAIL ADDRESS: STREET 1: MC11-900-IR5 STREET 2: 1130 BERKSHIRE BLVD CITY: WYOMISSING STATE: PA ZIP: 19610 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANCO SANTANDER CENTRAL HISPANO SA CENTRAL INDEX KEY: 0000891478 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 132617929 STATE OF INCORPORATION: U3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: NEW YORK BRANCH STREET 2: 45 EAST 53RD STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124505098 MAIL ADDRESS: STREET 1: NEW YORK BRANCH STREET 2: 45 EAST 53RD ST CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: BANCO SANTANDER S A DATE OF NAME CHANGE: 19931201 FORMER COMPANY: FORMER CONFORMED NAME: BANCO SANTANDER SOCIEDAD ANONIMA DATE OF NAME CHANGE: 19921120 SC 13D/A 1 dp06002_13da8.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)*


SOVEREIGN BANCORP, INC.
(Name of Issuer)
 
 
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
 
 
845905108
(CUSIP Number)

 
James H. Bathon
Banco Santander Central Hispano, S.A.
c/o Banco Santander Central Hispano, S.A., New York Branch
45 East 53rd Street
New York, NY 10022
(212) 350-3500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
 
June 15, 2007
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).





CUSIP No. 845905108    

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Banco Santander Central Hispano, S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o 
(b) o 
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o 
6 CITIZENSHIP OR PLACE OF ORGANIZATION

KINGDOM OF SPAIN
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH		 7 SOLE VOTING POWER

117,630,664
8 SHARED VOTING POWER

None
9 SOLE DISPOSITIVE POWER

117,630,664
10 SHARED DISPOSITIVE POWER

None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

117,630,664
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
x 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

24.9%
14 TYPE OF REPORTING PERSON

CO


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     This Schedule 13D/A constitutes the eighth amendment to the Schedule 13D originally filed by Banco Santander Central Hispano, S.A., a Spanish sociedad anonima (“Santander”), with the Securities and Exchange Commission (“SEC”) on June 9, 2006 (the “Statement”), amended by Amendment No. 1 filed by Santander with the SEC on June 16, 2006 (the “First Amendment”), Amendment No. 2 filed by Santander with the SEC on June 28, 2006 (the “Second Amendment”), Amendment No. 3 filed by Santander with the SEC on July 21, 2006 (the “Third Amendment”), Amendment No. 4 filed by Santander with the SEC on August 9, 2006 (the “Fourth Amendment”), Amendment No. 5 filed by Santander with the SEC on August 29, 2006 (the “Fifth Amendment”), Amendment No. 6 filed by Santander with the SEC on August 30, 2006 (the “Sixth Amendment”) and Amendment No. 7 filed by Santander with the SEC on March 8, 2007 (the “Seventh Amendment”, and together with the First Amendment, the Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment and Sixth Amendment, the “Amendments”) with respect to shares of the common stock, no par value per share (the “Shares”), of Sovereign Bancorp, Inc., a Pennsylvania corporation (the “Issuer”). Except as specifically amended by this Schedule 13D/A, the Statement, as amended by the Amendments, remains in full force and effect. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Statement, as amended by the Amendments.

Item 4. Purpose of Transaction.

     Item 4, paragraph 4 of this Statement is hereby amended by deleting the third sentence in the paragraph, which begins “Any Shares Santander may acquire in the Issuer in excess of 19.99% ....”

Item 5. Interest in Securities of the Issuer.

     Item 5(d) of this Statement is hereby amended and restated as follows:

     To the knowledge of Santander, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of such 117,630,664 Shares.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

     Item 6, paragraph 2 under “Additional Share Purchases and the Voting Trust Agreement” of this Statement is hereby amended and restated as follows:

     Shares purchased by Santander in excess of 19.99% of the Issuer’s outstanding Shares are no longer required to be held by an unaffiliated trustee in a voting trust pursuant to the Voting Trust Agreement, dated as of May 31, 2007, by and among Santander, the Issuer and The Bank of New York, as trustee, previously attached to this Statement as Exhibit 5 (the “Voting Trust Agreement”). All shares previously held in such voting trust were released to Santander on June 6, 2007 upon satisfaction of the conditions for release set forth in the Voting Trust Agreement. Specifically, the Issuer’s shareholders approved the opting out of the Issuer from Subchapter E of Chapter 25 of the Pennsylvania Business Corporation Law (Pennsylvania’s control transaction statute) at the Issuer’s Annual Meeting held on May 3, 2007. As a result of such release of shares held in the voting trust, Santander has sole voting power over 100% of the Issuer’s shares that are beneficially owned by Santander. The Voting Trust Agreement and the trust created thereunder were terminated on June 6, 2007 in accordance with the terms of the Voting Trust Agreement.

Item 7. Material to be Filed as Exhibits.

     Exhibit 1: Investment Agreement, dated as of October 24, 2005, between Santander and the Issuer (incorporated by reference to the Statement as filed on June 9, 2006)

     Exhibit 2: Registration Rights Agreement, dated as of October 24, 2005, between Santander and the Issuer (incorporated by reference to the Statement as filed on June 9, 2006)

     Exhibit 3: Amendment to Investment Agreement, dated as of November 22, 2005, between Santander and the Issuer (incorporated by reference to the Statement as filed on June 9, 2006)

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     Exhibit 4: Second Amendment to Investment Agreement, dated as of May 31, 2006, between Santander and the Issuer (incorporated by reference to the Statement as filed on June 9, 2006)

     Exhibit 24: Power of Attorney appointing James H. Bathon as Attorney-in-fact pursuant to a meeting of the Executive Commission of Banco Santander Central Hispano on June 16, 2006 (incorporated by reference to the Statement as filed on July 21, 2006)

 

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SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

June 15, 2007
Date
 
/S/ JAMES H. BATHON
Signature
 
James H. Bathon – Managing Director
(Name/Title)
 

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