-----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, HyacHSODtY0PIIdmTUX5UD8Qh1hQWIbqQunkE7rk1GB4rvB+CzxW8twmvyGWZ16U /Li/hR30u0lCK3C5/hc6nQ== 0000950103-06-001769.txt : 20060717 0000950103-06-001769.hdr.sgml : 20060717 20060717162406 ACCESSION NUMBER: 0000950103-06-001769 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20060717 DATE AS OF CHANGE: 20060717 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BBVA BANCO FRANCES SA CENTRAL INDEX KEY: 0000913059 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49407 FILM NUMBER: 06965196 BUSINESS ADDRESS: STREET 1: RECONQUISTA 199 CITY: 1003 BUENOS AIRES AR STATE: C1 ZIP: 00000 BUSINESS PHONE: 2127595576 FORMER COMPANY: FORMER CONFORMED NAME: FRENCH BANK OF THE RIO DE LA PLATA DATE OF NAME CHANGE: 19931005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANCO BILBAO VIZCAYA ARGENTARIA S A CENTRAL INDEX KEY: 0000842180 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PLAZA DE SAN NICOLAS 4 CITY: 48005 BILBAO SPAIN STATE: U3 BUSINESS PHONE: 0113494487 MAIL ADDRESS: STREET 1: PLAZA DE SAN NICOLAS 4 STREET 2: C/O DAVIS POLK & WARDWELL CITY: BILBAO SPAIN STATE: U3 ZIP: 10005 FORMER COMPANY: FORMER CONFORMED NAME: BANCO BILBAO VIZCAYA S A DATE OF NAME CHANGE: 19991103 SC 13D/A 1 dp03050_13da8-franc.htm


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

SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
(Amendment No. 8)*
 
BBVA Banco Francés S.A.
(Name of Issuer)
 
Ordinary Shares
(Title of Class of Securities)
 
05959110
(CUSIP Number)
 
Javier Malagón Navas
Authorized Representative of
Banco Bilbao Vizcaya Argentaria, S.A.
Paseo de la Castellana 81, 20th Floor
28046 Madrid
Spain
011-34-91-537-8172
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
June 30, 2006
(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-1(f) or 240.13d-1(g), check the following box: o.

     Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.


     * 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).





1 of 7 Pages





CUSIP No. 05959110 13D  

1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Banco Bilbao Vizcaya Argentaria, S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o 
(b) x 
3 SEC USE ONLY

4 SOURCE OF FUNDS*

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

358,674,135
8 SHARED VOTING POWER

Not applicable
9 SOLE DISPOSITIVE POWER

358,674,135
10 SHARED DISPOSITIVE POWER

Not applicable
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

358,674,135
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o 

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

76.09%
14 TYPE OF REPORTING PERSON

BK
         *See response to Item 3

2 of 7 Pages






   Item 1. Security and Issuer

     Banco Bilbao Vizcaya Argentaria, S.A. hereby amends and supplements its Report on Schedule 13D, originally filed on October 17, 1996 (as heretofore amended and supplemented, the “Schedule 13D”) with respect to the purchase of ordinary shares of Argentine Peso 1.00 par value each (the “Shares”) of BBVA Banco Francés S.A. (the “Company”). Unless otherwise indicated, capitalized terms used in this Amendment No. 8 (the “Amendment”), but not defined herein, shall have the meaning assigned to such term in the Schedule 13D.

     Rule 13d-2(e) of the Exchange Act provides that the first electronic format amendment to a paper format Schedule 13D shall restate the entire text of the Schedule 13D. Accordingly, the Schedule 13D and each of the prior seven amendments thereto are being filed as part of this Amendment as Exhibit 1, Exhibit 2, Exhibit 3, Exhibit 4, Exhibit 5, Exhibit 6, Exhibit 7 and Exhibit 8 hereto and are incorporated by reference herein for all purposes. Because previously filed paper exhibits to a Schedule 13D are not required to be restated electronically, exhibits to the Schedule 13D previously filed in paper format are not being refiled with this Amendment.

   Item 2. Identity and Background.

      Item 2 of the schedule 13D is hereby amended and supplemented by the following information:

     The person filing this statement is Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”), whose principal business office is located at Paseo de la Castellana 81, 28046 Madrid, Spain. The names, addresses, occupations and citizenship of the executive officers and directors of BBVA are set forth on Annex A hereto.

   Item 3. Source and Amount of Funds or Other Consideration.

      Item 3 of the Schedule 13D is hereby amended and supplemented by the following information:

     Since the filing of Amendment No. 7 to the Schedule 13D on December 22, 2000 (attached hereto as Exhibit 8) through June 30, 2006, BBVA has acquired, directly or indirectly, through open market purchases an additional 215,613,841 Shares of the Company. These acquisitions were funded with internally generated funds.

   Item 4. Purpose of Transaction.

     The response set forth in Item 4 of the Schedule 13D is hereby amended and supplemented by the following information:

     BBVA intends to review its holdings in the Company on a continuing basis and, depending upon the price and availability of the Shares, subsequent developments affecting the Company, the business prospects of the Company, general stock market and economic conditions, tax considerations and other factors deemed relevant, may consider increasing or decreasing their investment in the Company. As part of this ongoing review, BBVA has engaged and/or may in the future engage, legal and financial advisors to assist it in such review and in evaluating strategic alternatives that are or may become available with respect to its holdings in the Company.

     Except as set forth in this Amendment, BBVA does not have any plan or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

   Item 5. Interest in Securities of the Issuer.

     The response set forth in Item 5(a) of the Schedule 13D is hereby amended and supplemented by the following information:

     As a result of its acquisition of the Shares through open market transactions, BBVA beneficially owns, directly and indirectly through certain of its subsidiaries, for the purpose of Rule 13d-3 under the Exchange Act, approximately 358,674,135 Shares, representing 76.09% of the outstanding Shares of the Company (45.65% are owned directly by BBVA and 30.44% are owned indirectly through certain subsidiaries of BBVA).

     Except as set forth in this Item 5(a), none of BBVA or any other person controlling BBVA beneficially owns any Shares.

3 of 7 Pages




     The response set forth in Item 5(b) of the Schedule 13D is hereby amended and supplemented by the following information:

     As a result of the transactions described above, BBVA may be deemed pursuant to Rule 13d-3 under the Exchange Act to have the power to vote or to direct the vote, or to dispose or direct the disposition of, approximately 358,674,135 Shares.

Item 7. Material to be Filed as Exhibits.

     Pursuant to Rule 13d-2(e), this Amendment contains a restatement of the text of the Schedule 13D and the first through seventh Amendments thereto, which are attached hereto as exhibits as follows:

     Exhibit 1. Schedule 13D, filed on October 17, 1996.
     Exhibit 2. Amendment No. 1, filed on December 24, 1996.
     Exhibit 3. Amendment No. 2, filed on February 5, 1997.
     Exhibit 4. Amendment No. 3, filed on May 5, 1997.
     Exhibit 5. Amendment No. 4, filed on November 21, 1997.
     Exhibit 6. Amendment No. 5, filed on January 22, 1998.
     Exhibit 7. Amendment No. 6, filed on February 24, 2000.
     Exhibit 8. Amendment No. 7, filed on December 22, 2000.

4 of 7 Pages




SIGNATURE

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

Dated: July 17, 2006
Banco Bilbao Vizcaya Argentaria, S.A.
     
By:    /s/ Javier Malagón Navas

  Name:   Javier Malagón Navas
  Title:   Authorized Representative of Banco
    Bilbao Vizcaya Argentaria, S.A.

5 of 7 Pages




Annex A

DIRECTORS AND EXECUTIVE OFFICERS OF BBVA

     The following table sets forth the name and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such occupation or employment is conducted of each director and executive officer of BBVA. Unless otherwise indicated, the business address of each such person is c/o Banco Bilbao Vizcaya Argentaria, S.A. at Plaza de San Nicolás 4, 48005 Bilbao, Spain, and all the directors and executive officers are citizens of the Kingdom of Spain except for Richard C. Breeden who is a citizen of the United States of America.

    PRESENT PRINCIPAL
DIRECTORS OF BBVA   OCCUPATION


Francisco González Rodríguez   Chairman and Chief Executive Officer BBVA.
   
José Ignacio Goirigolzarri Tellaeche   President and Chief Operating Officer BBVA.
   
Tomás Alfaro Drake   Director of Business Management and Administration and Business Sciences programs at Universidad Francisco de Vitoria.
   
Juan Carlos Álvarez Mezquíriz   Managing Director, Grupo Eulen; Director, Bodegas Vega Sicilia, S.A.
   
Richard C. Breeden   Chairman, Richard C. Breeden & Co.
     
Ramón Bustamante y de la Mora   Director, Ctra. Inmo. Urba. Vasco-Aragonesa, S.A.
   
José Antonio Fernández Rivero   Director of BBVA.
     
Ignacio Ferrero Jordi   Chairman, Nutrexpa, S.A. Director La Piara S.A.; Director Lladró Comercial S.A.
   
Román Knörr Borrás   Chairman, Carbónicas Alavesas, S.A.; Director, Mediasal 2000, S.A. and President of the Alava Chamber of Commerce.
   
Ricardo Lacasa Suárez   Director of BBVA and Chairman of the Audit and Compliance Committee.
   
Carlos Loring Martínez de Irujo   Director of BBVA.
     
José Maldonado Ramos   Director and General Secretary BBVA.
     
Enrique Medina Fernández   Director and Secretary, Sigma Enviro, S.A.
   
Susana Rodríguez Vidarte   Dean of Deusto “La Comercial” University since 1996.

6 of 7 Pages






Telefónica, S.A.   General Director Telefónica, S.A.
Represented by Mr. Angel Vilá Boix    
     
EXECUTIVE OFFICERS OF BBVA   PRESENT EMPLOYMENT

 
José María Abril Pérez   Wholesale and Investment Banking.
     
Eduardo Arbizu Lostao   Head of Legal Department.
     
Ángel Cano Fernández   Human Resources and Services.
     
Manuel González Cid   Finance Division.
     
Manuel Méndez del Río   Risks.
     
Vitalino Nafría Aznar   Retail Banking Spain and Portugal.
     
Ignacio Sánchez-Asiaín Sanz   South America.
     
José Sevilla Álvarez   Head of the Office of the Chairman.
     
Javier Ayuso Canals   Corporate Communications.
     
Javier Bernal Dionis   Business Development and Innovation—Retail Banking Spain and Portugal.
     
José María García Meyer-Dohner   USA.
     
Jaime Guardiola Romojaro   Mexico.
     
Juan Asúa Madariaga   Smes and Large Companies.
     
Jose Barreiro Hernández   Global Operations.
     
Vicente Rodero Rodero   Comercial Banking Spain.

7 of 7 Pages

 


EX-99.1 2 dp03050_ex01.htm

Exhibit 1

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

SCHEDULE 13D

Under the Securities Exchange Act of 1934

FRENCH BANK OF THE RIO DE LA PLATA
BANCO FRANCÉS DEL RIO DE LA PLATA, S.A.

(Name of Issuer)

ORDINARY SHARES
Ps.1 NOMINAL VALUE PER SHARE
(Title of Class of Securities)

05959110
(CUSIP Number)

BANCO BILBAO VIZCAYA, S.A.
Plaza de San Nicolás 4
48005 Bilbao, Spain
Tel. No.: (011) 341-374-6223
(Name, Address and Telephone Number of Persons Filing Statement)

RAYMOND SURGUY
Authorized Representative of Banco Bilbao Vizcaya, S.A.
116 E. 55th Street
New York, New York 10022
(212) 826-1320
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)

October 10, 1996
(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 which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following: [ ].

     Check the following box if a fee is being paid with this statement: [x].

Page 1 of 7




CUSIP No. 05959110** SCHEDULE 13D Page 2 of 7 Pages

1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

BANCO BILBAO VIZCAYA, S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o 
(b) o 
3 SEC USE ONLY

4 SOURCE OF FUNDS

PF
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

38,522,718*
8 SHARED VOTING POWER

0
9 SOLE DISPOSITIVE POWER

38,522,718*
10 SHARED DISPOSITIVE POWER

0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

38,522,718*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o 

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

30.04%*



14 TYPE OF REPORTING PERSON

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

* Upon consummation of the transactions contemplated by the Stock Sale Agreement dated as of October 10, 1996 among Luis Maria Otero Monsegur, Luis Roque Otero Monsegur, Florencia Otero Monsegur de Brea, Maria Antonia Otero Monsegur, Horacio Rafael Areco, Jorge Manuel Areco and Banco Bilbao Vizcaya, S.A. (“BBV”), BBV will indirectly purchase approximately 38,522,718 shares of the Ordinary Shares, Ps. 1 nominal value per share, of Banco Francés del Rio de la Plata, S.A.
   
** Three ordinary shares are evidenced by one American Depository Share of Banco Francés del Rio de la Plata, S.A. The CUSIP number is for the American Depository Shares.

 

SEC 1746 (9-88)

Page 3 of 7






Item 1. Security and Company.

     The class of equity securities to which this statement relates is the Ordinary Shares, Ps. 1 nominal value per share (the “Shares”), of Banco Francés del Rio de la Plata S.A., an Argentinean corporation (the “Company”). The principal executive offices of the Company are located at Reconquista 199, 1003, Buenos Aires, Argentina.

Item 2. Identity and Background.

     The name of the person filing this statement is Banco Bilbao Vizcaya, S.A., a Spanish corporation ("BBV").

     The address of the registered office of BBV is Plaza de San Nicolás 4, 48005 Bilbao, Spain. The principal executive offices of BBV are Paseo de la Castellana 81, Madrid, Spain and Gran Via 1, Bilbao, Spain. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of BBV is set forth on Schedule A.

     BBV is a leading financial institution in Spain which provides a wide range of banking, financial and related services in Spain as well as the twenty-six other countries in which it has offices or subsidiaries. BBV’s primary businesses are retail banking, wholesale banking, private banking, markets activities and diversification activities. The domestic retail banking business, which accounted for approximately 48% of BBV’s total assets in 1995, is conducted through BBV and its 10 domestic subsidiary banks which provide a full range of banking and related financial services to individuals and small-and medium-sized businesses in Spain. Other banking functions include lease and specialized financing, factoring, securities trading, securities brokerage, mortgage and consumer financing, venture capital and real estate development and management.

     During the last five years, neither BBV, nor any other person controlling BBV nor, to the best of its knowledge, any of the persons listed on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

     Pursuant to the Stock Sale Agreement dated as of October 10, 1996 (the “Agreement”) between Luis Maria Otero Monsegur, Luis Roque Otero Monsegur, Florencia Otero Monsegur de Brea, Maria Antonia Otero Monsegur, Horacio Rafael Areco, Jorge Manuel Areco and BBV, BBV has in principal agreed to indirectly purchase 30.04% of the equity of the Company. It is currently anticipated that the amount of funds required by BBV to consummate the proposed acquisition of 30.04% of the equity of the Company is approximately US$375 million. BBV anticipates that such purchase will be funded with internally generated funds.

Page 4 of 7






Item 4. Purpose of Transaction.

     BBV’s proposed acquisition of an interest in the Company helps to support its overall international growth strategy and to increase its presence in Latin America. Upon consummation of the purchase of the Shares, BBV will review the Company’s business affairs and financial position. Based on such evaluation and review, BBV will consider various alternative courses of action.

     Pursuant to the Agreement, BBV has the right to appoint members to the board of directors. Upon consummation of the transactions contemplated by the Agreement, such directors will be identified.

     Except as set forth above, none of BBV, any person controlling BBV, or to the best its knowledge, any of the persons named in Schedule A has any plan or proposals which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

     (a) Upon consummation of the transactions contemplated by the Agreement, BBV will purchase and, for the purpose of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, will beneficially own approximately 38,522,718 Shares, representing approximately 30.04% of the outstanding equity of the Company.

     Except as set forth in this Item 5(a), neither BBV, nor any other person controlling BBV, nor, to the best of its knowledge, any persons named in Schedule A hereto owns beneficially any Shares.

    (b) BBV will have the power to vote and to dispose of approximately 38,522,718 Shares.

     (c) Neither BBV, nor any person controlling BBV, nor to the best of its knowledge, any persons named in Schedule A hereto has acquired any Shares since August 10, 1996.

     (d) Inapplicable.

     (e) Inapplicable.

Page 5 of 7





Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

     Upon consummation of the transaction contemplated by the Agreement, BBV will appoint members to the board of directors of the Company. Pursuant to the Agreement, the following decisions and transaction currently require the prior consent of BBV: (i) any decision which might affect in a significant manner the capital structure or legal configuration of the Company and/or its affiliates and subsidiaries, or the networks of same; (ii) transactions involving investment in or divestiture of financial holdings and fixed assets in an amount greater than US$2 million; (iii) loan transactions or restructurings of loans in an amount greater than US$5 million; (iv) new loan transactions or restructurings of loans made to directors and/or persons or entities related to parties who are signatories to the Agreement; (v) loan transactions to political parties, trade unions or media/communication companies, (vi) modifications to the compensation or incentive system for executive personnel; (vii) any waiver or transfer of rights with economic value; (viii) the declaration or distribution of profits or issuance of shares except for distribution of dividends corresponding to the 1995-1996 fiscal year, as more fully described in the Agreement; (ix) the establishment of any compensation plan for members of the board of directors of the Company; and (x) transactions pursuant to which the Company and/or its affiliates and subsidiaries become indebted for a term greater than one year and in an amount greater than US$10 million.

Item 7. Material to be Filed as Exhibits.
   
Exhibit 1: Stock Purchase Agreement dated as of October 10, 1996 among Luis Maria Otero Monsegur, Luis Roque Otero Monsegur, Jorge Manuel Areco, Florencia Otero Monsegur de Brea, Maria Antonia Otero Monsegur, Horacio Rafael Areco, Horacio Luis Areco and BBV.

 

Page 6 of 7






SIGNATURE

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

Date: October 17, 1996

  BANCO BILBAO VIZCAYA, S.A.
       
  By:   /s/ Raymond Surguy
   
    Name: Raymond Surguy
    Title: Authorized Representative
      Banco Bilbao Vizcaya, S.A.

Page 7 of 7






Schedule A

DIRECTORS AND EXECUTIVE OFFICERS OF
BANCO BILBAO VIZCAYA, S.A.


     The name and present principal occupation or employment of each of the directors and executive officers of Banco Bilbao Vizcaya, S.A. are set forth below. All of the Directors and Executive Officers are citizens of Spain. The registered business address of each of the persons listed below is Plaza de San Nicolas 4, 48005 Bilbao, Spain.

Directors  
     
Name   Principal Occupation
     
Emilio de Ybarra y Churruca   Executive Chairman (1990);
  Vice Chairman (1986);
  Chief Executive (1976);
  Director (1971)
     
Javier Gúrpide Huarte   Vice Chairman (1994)
  Second Vice Chairman (1990)
     
Gervasio Collar Zabaleta   Vice Chairman (1995)
  Director (1976)
     
José Domingo Ampuero Osma   Vice Chairman (1995)
  Director (1985)
     
Pedro Luis Uriarte Santamarina   Chief Executive (1994)
  Director (1990)
     
José Angel Sánchez Asiaín   Director (1970)
     
Federico Lipperheide Wicke   Director (1973)

A-1






Eduardo Aguirre Alonso-Allende   Director (1981)
     
Juan Manuel de Zubiría y Uhagón   Director (1949)
     
Ramón de Icaza y Zabálburu   Director (1963)
     
Ignacio Zubiría Mac-Mahón   Director (1973)
     
Vicente Eulate Mac-Mahón   Director (1975)
     
Fernando de Ybarra y López-Dóriga   Director (1975)
     
Francisco Javier Aresti Victoria de Lecea   Director (1983)
     
Luis Lezama-Leguizamón Dolagaray   Director (1986)
     
Andrés Vilarino Maura   Director (1987)
     
José Antonio Sáenz-Azcúnaga Usandizaga   Director (1988)
     
Luis Maria de Ybarra y Zubiría   Director (1988)
     
Ricardo Muguruza Garteizgogeascoa   Director (1988)
     
José Aureliano Recio Arias   Director (1988)
     
Plácido Arango Arias   Director (1990)
     
Manuel Francisco Clavero Arévalo   Director (1990)
     
Juan Entrecanales de Azcárate   Director (1990)
     
José Lladó Fernandez-Urrutia   Director (1990)
     
Juan Urrutia Elejalde   Director (1990)
     
Alfonso Cortina Alcocer   Director (1995)

A-2






Executive Officers (who are not directors)  
     
Name   Principal Occupation
     
José Luis Marcaida Onaindia   General Manager
     
Luis Javier Bastida Ibargüen   General Manager
     
José Ramon Guerediaga Mendiola   General Manager
     
Juan Palacios Raufast   General Manager
     
Gonzalo Terreros Ceballos   General Manager
     
Javier Echenique Landiríbar   General Manager
     
José Ignacio Goirigolzarri Tellaeche   General Manager
     
José Luis Carranza Ortiz   General Manager
     
José Fonollosa García   General Manager
     
Jose Perez Fernandez   General Manager
     
Jose Maria Concejo Alvarez   Secretary

A-3






EX-99.2 3 dp03050_ex02.htm

Exhibit 2

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

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)

FRENCH BANK OF THE RIO DE LA PLATA
BANCO FRANCÉS DEL RIO DE LA PLATA, S.A.
(Name of Issuer)

     ORDINARY SHARES
Ps.1 NOMINAL VALUE PER SHARE
(Title of Class of Securities)

     05959110
(CUSIP Number)

BANCO BILBAO VIZCAYA, S.A.
Plaza de San Nicolás 4
48005 Bilbao, Spain
Tel. No.: (011) 341-374-6223
(Name, Address and Telephone Number of Persons Filing Statement)

RAYMOND SURGUY
Authorized Representative of Banco Bilbao Vizcaya, S.A.
116 E. 55th Street
New York, New York 10022
(212) 826-1320
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)

December 16, 1996
(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 which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following: [ ].

     Check the following box if a fee is being paid with this statement: [ ].

Page 1 of 5






CUSIP No. 05959110* SCHEDULE 13D Page 2 of 5 Pages

1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

BANCO BILBAO VIZCAYA, S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o 
(b) x 
3 SEC USE ONLY

4 SOURCE OF FUNDS

PF
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

44,301,125
8 SHARED VOTING POWER

0
9 SOLE DISPOSITIVE POWER

44,301,125
10 SHARED DISPOSITIVE POWER

0
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

o

44,301,125

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o 

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

30.04%

Page 2 of 5



14 TYPE OF REPORTING PERSON

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

*      Three ordinary shares are evidenced by one American Depository Share of Banco Francés del Rio de la Plata, S.A. The CUSIP number is for the American Depository Shares.
 
SEC 1746 (9-88)

Page 3 of 5






     Banco Bilbao Vizcaya, S.A., a Spanish corporation (“BBV”) hereby amends its Report on Schedule 13D, originally filed on October 17, 1996 (the “Schedule 13D”), with respect to the purchase of Ordinary Shares, Ps. 1 nominal value per share (the “Ordinary Shares”) of Banco Francés del Rio de la Plata S.A., an Argentinean corporation (the “Company”). Terms not otherwise defined herein have the meanings assigned to them in Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

     Item 3 is hereby amended by adding the following after the first paragraph thereof:

     “On December 16, 1996, BBV acquired 44,301,125 Ordinary Shares of the Company. The total consideration paid for such Ordinary Shares was U.S.$374,630,250.”

Item 4. Purpose of Transaction.

     Item 4 is hereby amended by deleting the second paragraph in its entirety and in lieu thereof replacing it with the following:

     “Pursuant to the Agreement, BBV has appointed Dr. Gervasio Collar Zabaleta, Dr. José Ignacio Goirigolzarri and Dr. Juan Ignacio Giménez Echeverría to the board of directors of the Company.”

Item 5. Interest in Securities of the Issuer.

     Items 5(a) and 5(b) are hereby deleted in their entirety and in lieu thereof shall be replaced by the following:

     “(a)  BBV has purchased and, for the purpose of Rule 13d-3 promulgated under the Exchange Act, beneficially owns approximately 44.3 million Ordinary Shares, representing approximately 30% of the outstanding equity of the Company.

      (b)  BBV has the power to vote and to dispose of 44,301,125 Ordinary Shares.”

Page 4 of 5






Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

     Item 6 is hereby amended by deleting the first sentence in its entirety.

Page 5 of 5






SIGNATURE

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

Date: December 20, 1996

BANCO BILBAO VIZCAYA, S.A.
   
   
By: /s/ Raymond Surguy
 
  Name:   Raymond Surguy
  Title: Authorized Representative
    Banco Bilbao Vizcaya, S.A.
A-1
EX-99.3 4 dp03050_ex03.htm

Exhibit 3

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

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)

FRENCH BANK OF THE RIO DE LA PLATA
BANCO FRANCÉS DEL RIO DE LA PLATA, S.A.

(Name of Issuer)

ORDINARY SHARES
Ps.1 NOMINAL VALUE PER SHARE
(Title of Class of Securities)

05959110
(CUSIP Number)

BANCO BILBAO VIZCAYA, S.A.
Plaza de San Nicolás 4
48005 Bilbao, Spain
Tel. No.: (011) 341-374-6223
(Name, Address and Telephone Number of Persons Filing Statement)

RAYMOND SURGUY
Authorized Representative of Banco Bilbao Vizcaya, S.A.
116 E. 55th Street
New York, New York 10022
(212) 826-1320
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)

January 24, 1997
(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 which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following: [ ].

     Check the following box if a fee is being paid with this statement: [ ].

Page 1 of 4






CUSIP No. 05959110* SCHEDULE 13D Page 2 of 4 Pages

1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

BANCO BILBAO VIZCAYA, S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o 
(b) x 
3 SEC USE ONLY

4 SOURCE OF FUNDS

PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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

46,117,432
8 SHARED VOTING POWER

0
9 SOLE DISPOSITIVE POWER

46,117,432
10 SHARED DISPOSITIVE POWER

0
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

o

46,117,432

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o 

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

31.27%




14 TYPE OF REPORTING PERSON

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

*      Three ordinary shares are evidenced by one American Depository Share of Banco Francés del Rio de la Plata, S.A. The CUSIP number is for the American Depository Shares.
 
SEC 1746 (9-88)

Page 3 of 4






     Banco Bilbao Vizcaya, S.A., a Spanish corporation ("BBV") hereby amends its Report on Schedule 13D, originally filed on October 17, 1996 (the “Schedule 13D”), and amended by Amendment No. 1 on December 23, 1996, with respect to the purchase of Ordinary Shares, Ps. 1 nominal value per share (the “Ordinary Shares”) of Banco Francés del Rio de la Plata S.A., an Argentinean corporation (the “Company”). Terms not otherwise defined herein have the meanings assigned to them in Schedule 13D.

Item 5. Interest in Securities of the Issuer.

     The response set forth in Item 5(a) of the Schedule 13D is hereby amended and supplemented by adding the following information at the end thereto:

     BBV has acquired and, for the purpose of Rule 13d-3 promulgated under the Exchange Act, will beneficially own approximately 1,816,307 Ordinary Shares, which, when added to the 44,301,125 Ordinary Shares already owned beneficially by BBV is 46,117,432 representing approximately 31.27% of the outstanding equity of the Company.

     The response set forth in Item 5(b) of the Schedule 13D is hereby amended and supplemented by adding the following information at the end thereto:

     Upon the acquisition of the 1,816,307 Ordinary Shares, BBV may be deemed pursuant to Rule 13d-3 to have the power to vote or to direct the vote, or to dispose or direct the disposition of 46,117,432 Ordinary Shares.

Page 4 of 4






SIGNATURE

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

Date: January 29, 1997

BANCO BILBAO VIZCAYA, S.A.
   
   
By: /s/ Raymond Surguy
 
  Name: Raymond Surguy
  Title:    Authorized Representative
             Banco Bilbao Vizcaya, S.A.

A-1


EX-99.4 5 dp03050_ex04.htm

Exhibit 4

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D
(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)

BANCO FRANCÉS DEL RIO DE LA PLATA, S.A.
(Name of Issuer)

     ORDINARY SHARES
Ps.1 NOMINAL VALUE PER SHARE
(Title of Class of Securities)

05959110
(CUSIP Number)

RAFAEL ALVAREZ
Authorized Representative of Banco Bilbao Vizcaya, S.A.
Gran Via 1
48001 Bilbao, Spain
(011) 344-487-6587
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)

April 30,1997
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ].

      Note. Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.

(Continued on following pages)

Page 1 of 4






CUSIP No. 05959110* SCHEDULE 13D Page 2 of 4 Pages

1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

BANCO BILBAO VIZCAYA, S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o 
(b) x 
3 SEC USE ONLY

4 SOURCE OF FUNDS

PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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

47,325,155
8 SHARED VOTING POWER

0
9 SOLE DISPOSITIVE POWER

47,325,155
10 SHARED DISPOSITIVE POWER

0
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

o

47,325,155

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o 

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.50%





14 TYPE OF REPORTING PERSON

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

*      Three ordinary shares are evidenced by one American Depository Share of Banco Francés del Rio de la Plata, S.A. The CUSIP number is for the American Depository Shares.
 

SEC 1746 (9-88)

Page 3 of 4






     Banco Bilbao Vizcaya, S.A., a Spanish corporation ("BBV") hereby amends its Report on Schedule 13D, originally filed on October 17, 1996 (the “Schedule 13D”), and amended by Amendment No. 1 on December 23, 1996 and by Amendment No. 2 on January 24, 1997, with respect to the purchase of Ordinary Shares, Ps. 1 nominal value per share (the “Ordinary Shares”) of Banco Francés del Rio de la Plata S.A., an Argentinean corporation (the “Company”). Terms not otherwise defined herein have the meanings assigned to them in Schedule 13D.

Item 5. Interest in Securities of the Issuer.

     The response set forth in Item 5(a) of the Schedule 13D is hereby amended and supplemented by adding the following information at the end thereto:

     BBV has acquired and, for the purpose of Rule 13d-3 promulgated under the Exchange Act, will beneficially own approximately 1,207,723 Ordinary Shares, which, when added to the 46,117,432 Ordinary Shares already owned beneficially by BBV is 47,325,155, representing approximately 32.50% of the outstanding equity of the Company.

     The response set forth in Item 5(b) of the Schedule 13D is hereby amended and supplemented by adding the following information at the end thereto:

     Upon the acquisition of the 1,207,723 Ordinary Shares, BBV may be deemed pursuant to Rule 13d-3 to have the power to vote or to direct the vote, or to dispose or direct the disposition of 47,325,155 Ordinary Shares.

Page 4 of 4






SIGNATURE

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

Date: April 30, 1997

BANCO BILBAO VIZCAYA, S.A.
   
   
By: /s/ Rafael Alvarez
 
  Name: Rafael Alvarez
  Title:   Authorized Representative
             Banco Bilbao Vizcaya, S.A.

A-1

 


EX-99.5 6 dp03050_ex05.htm
Exhibit 5

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
SCHEDULE 13D
(Rule 13d-101)
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
 
 
BANCO FRANCÉS DEL RIO DE LA PLATA, S.A.
(Name of Issuer)
 
ORDINARY SHARES
Ps.1 NOMINAL VALUE PER SHARE
(Title of Class of Securities)
 
05959110
(CUSIP Number)
 
RAFAEL ALVAREZ
Authorized Representative of Banco Bilbao Vizcaya, S.A.
Gran Via 1
48001 Bilbao, Spain
(011) 344-487-6587
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
 
November 21,1997
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ].
 
          Note. Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.
 
(Continued on following pages)

Page 1 of 5





CUSIP No. 05959110* SCHEDULE 13D Page 2 of 4 Pages

1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

BANCO BILBAO VIZCAYA, S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o 
(b) x 
3 SEC USE ONLY

4 SOURCE OF FUNDS

PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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

7,053,744 Ordinary Shares
8 SHARED VOTING POWER

0
9 SOLE DISPOSITIVE POWER

7,053,744 Ordinary Shares
10 SHARED DISPOSITIVE POWER

0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

54,378,899 Ordinary Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o 



Page 2 of 5





13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

37.28%
14 TYPE OF REPORTING PERSON

CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!

* Three ordinary shares are evidenced by one American Depository Share of Banco Francés del Rio de la Plata, S.A. The CUSIP number is for the American Depository Shares.

SEC 1746 (9-88)

Page 3 of 5




     Banco Bilbao Vizcaya, S.A., a Spanish corporation ("BBV") hereby amends its Report on Schedule 13D, originally filed on October 17, 1996 (the “Schedule 13D”), and amended by Amendment No. 1 on December 23, 1996, Amendment No. 2 on January 24, 1997 and by Amendment No. 3 on April 30, 1997, with respect to the purchase of Ordinary Shares, Ps. 1 nominal value per share (the “Ordinary Shares”) of Banco Francés del Rio de la Plata S.A., an Argentinean corporation (the “Company”). Terms not otherwise defined herein have the meanings assigned to them in Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

     The response set forth in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information at the end thereto:

     “During the month of October 1997, BBV acquired through 91 separate open market purchases 7,053,744 Ordinary Shares representing 4.78% of the issued and outstanding Ordinary Shares of the Company. The total purchase price for these shares was approximately U.S. $60,303,588. This acquisition was funded with internally generated funds.”

Item 4. Purpose of Transaction.

     Item 4 of Schedule 13D is hereby amended by deleting the first paragraph in its entirety and in lieu thereof replacing it by the following:

     “BBV’s acquisition of an interest in the Company helps to support its overall international growth strategy and to increase its presence in Latin America. BBV will assume a role in the management of the Company and will continuously review the Company’s business affairs and financial position. Based on such evaluation and review, as well as conditions in the securities markets and general economic and industry conditions, BBV may consider from time to time various alternative courses of action, including the acquisition of additional Ordinary Shares of the Company.

     BBV’s Board of Directors has approved a plan under which BBV has agreed to subscribe to $100 million of new Ordinary Shares in connection with a capital increase contemplated by the Company with respect to its acquisition of Banco de Credito de Argentina. It is expected that such capital increase will take place sometime before December 31, 1997 .”

Page 4 of 5






Item 5. Interest in Securities of the Issuer.

     The response set forth in Item 5(a) of the Schedule 13D is hereby amended and supplemented by adding the following information at the end thereto:

     “BBV has acquired and, for the purpose of Rule 13d-3 promulgated under the Exchange Act, will beneficially own approximately 7,053,744 Ordinary Shares, which, when added to the 47,325,155 Ordinary Shares already owned beneficially by BBV is 54,378,899, representing approximately 37.28% of the outstanding equity of the Company.

     The response set forth in Item 5(b) of the Schedule 13D is hereby amended and supplemented by adding the following information at the end thereto:

     “Upon the acquisition of the 7,053,744 Ordinary Shares, BBV may be deemed pursuant to Rule 13d-3 to have the power to vote or to direct the vote, or to dispose or direct the disposition of 54,378,899 Ordinary Shares.”

Page 5 of 5






SIGNATURE

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

Date:

  BANCO BILBAO VIZCAYA, S.A.
       
  By: /s/Rafael Alvarez
   
    Name: Rafael Alvarez
    Title: Authorized Representative
      Banco Bilbao Vizcaya, S.A.

A-1





EX-99.6 7 dp03050_ex06.htm
Exhibit 6

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
SCHEDULE 13D
(Rule 13d-101)
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
 
 
FRENCH BANK OF THE RIO DE LA PLATA
BANCO FRANCÉS DEL RIO DE LA PLATA, S.A.
(Name of Issuer)
 
ORDINARY SHARES
Ps.1 NOMINAL VALUE PER SHARE
(Title of Class of Securities)
 
05959110
(CUSIP Number)
 
RAFAEL ALVAREZ
Authorized Representative of Banco Bilbao Vizcaya, S.A.
Gran Via 1
48001 Bilbao, Spain
(011) 344-487-6587
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
 
January 16, 1998
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ].
 
          Note. Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.
 
(Continued on following pages)

Page 1 of 7





CUSIP No. 05959110* SCHEDULE 13D Page 2 of 7 Pages

1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

BANCO BILBAO VIZCAYA, S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o 
(b) x 
3 SEC USE ONLY

4 SOURCE OF FUNDS

PF
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

97,719,421 Ordinary Shares
8 SHARED VOTING POWER

0
9 SOLE DISPOSITIVE POWER

97,719,421 Ordinary Shares
10 SHARED DISPOSITIVE POWER

0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

97,719,421 Ordinary Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o 



Page 2 of 7





13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

52.36%
14 TYPE OF REPORTING PERSON

CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!

* Three ordinary shares are evidenced by one American Depository Share of Banco Francés del Rio de la Plata, S.A. The CUSIP number is for the American Depository Shares.

SEC 1746 (9-88)

Page 3 of 7



     Banco Bilbao Vizcaya, S.A., a Spanish corporation ("BBV") hereby amends its Report on Schedule 13D, originally filed on October 17, 1996 (the “Schedule 13D”), and amended by Amendment No. 1 on December 23, 1996, Amendment No. 2 on January 24, 1997, Amendment No. 3 on April 30, 1997 and by Amendment No. 4 on November 21, 1997, with respect to the purchase of Ordinary Shares, Ps. 1 nominal value per share (the “Ordinary Shares”) of Banco Francés del Rio de la Plata S.A., an Argentinean corporation (the “Company”). Terms not otherwise defined herein have the meanings assigned to them in Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

     The response set forth in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information at the end thereto:

     “During the months of November and December 1997, BBV acquired, through a subscription of Ordinary Shares in connection with a capital increase and separate open market purchases, an aggregate of 31,620,150 Ordinary Shares representing 18.34% of the issued and outstanding Ordinary Shares of the Company. The total purchase price for these shares was approximately U.S. $275 million. This acquisition was funded with internally generated funds.

     On January 16, 1998, BBV entered into an Option Exercise Agreement with Fernando Jorge de Santibañes (“Santibañes”) pursuant to which BBV acquired 55,242,951 shares or 28.04% of the capital stock of Banco de Crédito Argentino (“BCA”), a 77% owned subsidiary of the Company, for an aggregate purchase price of approximately U.S. $161 million. Such acquisition was funded with internally generated funds. As further described in Item 4 below, upon the consummation of the merger between BCA and the Company, BBV will exchange its shares of BCA for approximately a total of 14,070,252 Ordinary Shares representing 8.16% of the issued and outstanding capital stock of the Company.”

Item 4. Purpose of Transaction.

     Item 4 of Schedule 13D is hereby deleted in its entirety and replaced by the following:

     “BBV’s acquisition of an interest in the Company helps to support its overall international growth strategy and to increase its presence in Latin America. BBV will assume a role in the management of the Company and will continuously review the Company’s business affairs and financial position. Based on such evaluation and review, as well as conditions in the securities markets and general economic and industry conditions, BBV may consider from time to time various alternative courses of action, including the acquisition of additional Ordinary Shares of the Company.

 

Page 4 of 7






The Company’s Board of Directors and stockholders have approved a plan under which BCA, a 77% owned subsidiary of the Company, will be merged into the Company. As consideration for the merger, the shareholders of BCA will receive one Ordinary Share of the Company per 3.926 shares of BCA. It is expected that the merger will take place sometime before January 31, 1997.

     Except as set forth above, none of BBV, any person controlling BBV, or to the best of its knowledge, any of the persons named in Schedule A has any plan or proposals which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.”

Item 5. Interest in Securities of the Issuer.

     The response set forth in Item 5(a) of the Schedule 13D is hereby amended and supplemented by adding the following information at the end thereto:

     “As a result of its acquisition of Ordinary Shares of the Company through a subscription of shares in connection with a capital increase and open market transactions, and upon consummation of the merger between BCA and the Company, BBV will beneficially own, for the purpose of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, approximately 97,719,421 Ordinary Shares, representing approximately 52.36% of the outstanding equity of the Company.”

     The response set forth in Item 5(b) of the Schedule 13D is hereby amended and supplemented by adding the following information at the end thereto:

     “Upon the consummation of the transactions described above, BBV may be deemed pursuant to Rule 13d-3 to have the power to vote or to direct the vote, or to dispose or direct the disposition of, approximately 97,719,421 Ordinary Shares.”

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

     Item 6 is hereby amended and supplemented by adding the following information at the end thereto:

     “On January 16, 1998, BBV entered into an Option Exercise Agreement with Santibañes pursuant to which BBV acquired 55,242,951 shares or 28.04% of the capital stock of BCA, a 77% owned subsidiary of the Company, for an aggregate purchase price of approximately U.S. $161 million. As further described in Item 4 above, upon the consummation of the merger between BCA and the Company, BBV will exchange its shares of BCA for approximately a total of 14,070,252 Ordinary Shares representing 8.16% of the issued and outstanding capital stock of the Company.”

Page 5 of 7




Item 7. Material to be Filed as Exhibits.

Exhibit 1:   English Summary of the material terms of the Option Exercise Agreement dated January 16, 1998 between Fernando Jorge de Santibañes and BBV relating to the sale of 28.04% of the shares of BCA

Page 6 of 7






SIGNATURE

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

Date: January 22, 1998

  BANCO BILBAO VIZCAYA, S.A.
       
  By: /s/ Rafael Alvarez
   
    Name: Rafael Alvarez
    Title: Authorized Representative
      Banco Bilbao Vizcaya, S.A.

Page 7 of 7






Schedule A

DIRECTORS AND EXECUTIVE OFFICERS OF
BANCO BILBAO VIZCAYA, S.A.


     The name and present principal occupation or employment of each of the directors and executive officers of Banco Bilbao Vizcaya, S.A. are set forth below. All of the Directors and Executive Officers are citizens of Spain. The registered business address of each of the persons listed below is Plaza de San Nicolas 4, 48005 Bilbao, Spain.

Directors  
     
Name   Principal Occupation
     
Emilio de Ybarra y Churruca   Executive Chairman (1990);
  Vice Chairman (1986);
  Chief Executive (1976);
  Director (1971)
     
Javier Gúrpide Huarte   Vice Chairman (1994)
  Second Vice Chairman (1990)
     
Gervasio Collar Zabaleta   Vice Chairman (1995)
  Director (1976)
     
José Domingo Ampuero Osma   Vice Chairman (1995)
  Director (1985)
     
Pedro Luis Uriarte Santamarina   Chief Executive (1994)
  Director (1990)
     
José Angel Sánchez Asiaín   Director (1970)

A-1






Federico Lipperheide Wicke   Director (1973)
     
Eduardo Aguirre Alonso-Allende   Director (1981)
     
Ramón de Icaza y Zabálburu   Director (1963)
     
Ignacio Zubiría Mac-Mahón   Director (1973)
     
Vicente Eulate Mac-Mahón   Director (1975)
     
Fernando de Ybarra y López-Dóriga   Director (1975)
     
Francisco Javier Aresti Victoria de Lecea   Director (1983)
     
Luis Lezama-Leguizamón Dolagaray   Director (1986)
     
Andrés Vilarino Maura   Director (1987)
     
José Antonio Sáenz-Azcúnaga Usandizaga   Director (1988)
     
Luis Maria de Ybarra y Zubiría   Director (1988)
     
Ricardo Muguruza Garteizgogeascoa   Director (1988)
     
José Aureliano Recio Arias   Director (1988)
     
Plácido Arango Arias   Director (1990)
     
Juan Entrecanales de Azcárate   Director (1990)
     
José Lladó Fernandez-Urrutia   Director (1990)
     
Juan Urrutia Elejalde   Director (1990)
     
Alfonso Cortina Alcocer   Director (1995)
   

A-2





Executive Officers (who are not directors)  
     
Name   Principal Occupation
     
José Luis Marcaida Onaindia   General Manager

Luis Javier Bastida Ibargüen   General Manager
     
José Ramon Guerediaga Mendiola   General Manager
     
Juan Palacios Raufast   General Manager
     
Gonzalo Terreros Ceballos   General Manager
     
Javier Echenique Landiríbar   General Manager
     
José Ignacio Goirigolzarri Tellaeche   General Manager
     
José Luis Carranza Ortiz   General Manager
     
José Fonollosa García   General Manager
     
Jose Perez Fernandez   General Manager
     
Mario Fernandez Pelaz   General Manager
     
Jose Maria Concejo Alvarez   Secretary

A-3






EX-99.7 8 dp03050_ex07.htm

Exhibit 7

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


SCHEDULE 13D
Under the Securities Exchange Act of 1934

BANCO FRANCÉS DEL RIO DE LA
PLATA, S.A.

(Name of Issuer)

ORDINARY SHARES
Ps.1 NOMINAL VALUE PER SHARE

(Title of Class of Securities)

05959110
(CUSIP Number)

RAYMOND SURGUY
Authorized Representative of Banco
Bilbao Vizcaya, S.A.

116 E. 55th Street
New York, New York 10022
(212) 826-1320

(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)

(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 which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following: [ ].

     Check the following box if a fee is being paid with this statement: [ ].





CUSIP No. 879382 SCHEDULE 13D Page 2 of 8 Pages

1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o 
(b) x 
3 SEC USE ONLY

4 SOURCE OF FUNDS*

WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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

137,538,624 Ordinary Shares
8 SHARED VOTING POWER

Not applicable.
9 SOLE DISPOSITIVE POWER

137,538,624 Ordinary Shares
10 SHARED DISPOSITIVE POWER

Not applicable.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

137,538,624 Ordinary Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o 

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

65.61%
14 TYPE OF REPORTING PERSON*

BK

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SEC 1746 (9-88) 2 OF 7

Page 2 of 8





     Banco Bilbao Vizcaya Argentaria, S.A., a Spanish corporation (“BBVA”, f/k/a Banco Bilbao Vizcaya, S.A.) hereby amends its Report on Schedule 13D, originally filed on October 17, 1996 (the “Schedule 13D”), as amended by Amendment No. 1 filed on December 23, 1996, Amendment No. 2 filed on January 24, 1997, Amendment No. 3 filed on April 30, 1997, Amendment No. 4 filed on November 21, 1997, and Amendment No. 5 filed on January 22, 1998, with respect to the purchase of Ordinary Shares, Ps. 1 nominal value per share (the “Ordinary Shares”) of Banco Francés del Rio de la Plata S.A., an Argentine corporation (the “Company”). Terms not otherwise defined herein have the meanings assigned to them in the Schedule 13D.

Item 2. Identity and Background

     The response set forth in Item 2 of the Schedule 13D is hereby deleted in its entirety and replaced by the following:

     This Schedule 13D is filed by Banco Bilbao Vizcaya Argentaria, S.A., a corporation (sociedad anónima) organized under the laws of the Kingdom of Spain (“BBVA”, f/k/a Banco Bilbao Vizcaya, S.A. (“Banco Bilbao Vizcaya”)).

     The address of the registered office of BBVA is Plaza de San Nicolás 4, 48005 Bilbao, Spain. The principal executive offices of BBVA are Paseo de la Castellana 81, Madrid, Spain and Gran Via 1, Bilbao, Spain. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of BBVA is set forth on Schedule A attached hereto.

     On January 28, 2000, pursuant to a statutory merger under Spanish law, Argentaria Caja Postal y Banco Hipotecario, S.A. (“Argentaria”) was merged with and into Banco Bilbao Vizcaya upon the registration of such merger in the Mercantile Registry of Vizcaya, Spain (the “Merger”). Pursuant to Spanish law, as a result of the Merger, all assets and liabilities of Argentaria were transferred to Banco Bilbao Vizcaya. Additionally, as a result of the Merger, Banco Bilbao Vizcaya changed its name to Banco Bilbao Vizcaya Argentaria, S.A.

     BBVA, which resulted from the merger of two of Spain’s leading financial institutions, provides a wide range of banking, financial and related activities in Spain and around the world in countries where it has offices or subsidiaries. BBVA’s primary lines of business include deposit-taking, lending, trade finance, securities underwriting, and brokerage and related financial services. Financial services offered by BBVA’s consolidated subsidiaries include lease and specialized financing, factoring, securities trading, securities brokerage, mortgage and consumer financing, venture capital and real estate development and management.

     During the last five years, none of BBVA, Banco Bilbao Vizcaya, Argentaria, or any person controlling any of them, and to the best of BBVA’s knowledge, no person listed on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or

3 of 8





administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

     The response set forth in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information at the end thereto:

     Since the most recent amendment to this 13D filed on January 22, 1998, BBVA or Banco Bilbao Vizcaya, as the case may be, acquired through open market purchases an additional 39,819,203 Ordinary Shares representing 13.25% of the Company. These acquisitions were funded with internally generated funds.

Item 4. Purpose of Transaction

     Paragraph 2 of Item 4 is hereby amended to read:

     Except as set forth above, none of BBVA, any person controlling BBVA, or to the best of its knowledge, any of the persons named in Schedule A has any plan or proposals which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

     Notwithstanding the foregoing, BBVA, acting directly or through its subsidiaries, may in the future determine to acquire additional Shares of the Company or to dispose of Shares of the Company in the ordinary course of its business.

Item 5. Interest in Securities of the Issuer.

     The response set forth in Item 5(a) of the Schedule 13D is hereby amended and supplemented by adding the following information at the end thereto:

     As a result of its acquisition of Ordinary Shares of the Company through open market transactions, BBVA beneficially owns, for the purpose of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, approximately 137,538,624 Ordinary Shares, representing approximately 65.61% of the outstanding equity of the Company.

     Except as set forth in this Item 5(a), none of BBVA or any other person controlling BBVA beneficially owns any Shares.

     The response set forth in Item 5(b) of the Schedule 13D is hereby amended and supplemented by adding the following information at the end thereto:

     As a result of the transactions described above, BBVA may be deemed pursuant to Rule 13d-3 to have the power to vote or to direct the vote, or to dispose or direct the disposition of, approximately 137,538,624 Ordinary Shares.

4 of 8





     The response set forth in Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following information at the end thereto:

     During the past sixty days, BBVA and Banco Bilbao Vizcaya, as the case may be, purchased an aggregate of 2,580,000 Ordinary Shares of the Company in the open market. The total purchase price for these Ordinary Shares was US$19,509,960.

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

     Item 6 is hereby amended and supplemented by adding the following information at the end thereto:

     Except as set forth in this Item 6, none of the persons named in Item 2 and, to the best of BBVA’s knowledge, none of the persons named in Schedule A hereto has any contracts, arrangements, understandings or relationships (legal or otherwise) with any persons with respect to any securities of the Company, including, but not limited to, transfers or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

5 of 8





SIGNATURE

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

Date: February 22, 2000

  BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
       
  By: /s/ Raúl Santoro
   
    Name: Raúl Santoro
    Title: Authorized Representative
      Banco Bilbao Vizcaya Argentaria, S.A.
       
6 of 8





Schedule A

DIRECTORS AND EXECUTIVE OFFICERS OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

     The name and present principal occupation or employment of each of the directors and executive officers of Banco Bilbao Vizcaya Argentaria, S.A. are set forth below. All of the Directors and Executive Officers are citizens of Spain. The registered business address of each of the persons listed below is Plaza de San Nicolas 4, 48005 Bilbao, Spain.

         Directors  
     
         Name Principal Occupation  
       
Emilio de Ybarra y Churruca   President  
Francisco González Rodriguéz   President  
Pedro Luis Uriarte Santamarina   Vice President  
Gervasio Collar Zabaleta   Vice President  
José Domingo Ampuero   Vice President  
Jesús María Cainzos Fernández   Director  
Eduardo Aguirre y Alonso Allende   Director  
Juan Carlos Álvarez Mezquiriz   Director  
Plácido Arango Arias   Director  
Francisco Javier Aresti y Victoria de Lecea   Director  
Ramón Bustamante y de la Mora   Director  
José Caparrós Peréz   Director  
Alfonso Cortina   Director  
Juan Entrecanales Azcarate   Director  
Oscar Fanjul Martín   Director  
Ignacio Ferrero Jordi   Director  
Javier Gálvez Montes   Director  
Ramón de Icaca Zabálburu   Director  
Luis Lezama Leguizamon   Director  
José Llado Fernández Urrutia   Director  
José Maldonado Ramos   Secretary  
Gregorio Marañón y Bertrán de Lis   Director  

7 of 8






Enrique Medina Fernández   Director
Ricardo Muguruza Garteiz   Director
Antonio Patrón Pedrera   Director
Alejandro Royo-Villanova Payá   Director
José María San Martin Espinós   Director
José Angel Sanchez Asiaín   Director
Jaume Tomás Sabaté   Director
Juan Urrutia Elejalde   Director
Andres Vilarniño Maura   Director
Fernando de Ybarra Lopez-D.   Director
Luis María de Ybarra y Zubiria   Director
     
Executive Officers (who are not directors)

         Name   Principal Occupation  
       
José María Abril Pérez   General Manager  
Luis Bastida Ibarguen   General Manager  
José Luis Carranza Ortiz   General Manager  
Javier Echenique Landiribar   General Manager  
Mario Fernández Pelaz   General Manager  
José Antonio Fernandez Rivero   General Manager  
José Fonollosa García   General Manager  
José Igancio Goirigolzarri Tellaeche   General Manager  
José Ramón Guerediaga Mendiola   General Manager  
Manuel Méndez del Río   General Manager  
Federico Outón del Moral   General Manager  
Gonzalo Trreros Ceballos   General Manager  
Gregorio Villalabeitia Galarraga   General Manager  

8 of 8






EX-99.8 9 dp03050_ex08.htm

Exhibit 8

UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549


SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7 )

BANCO FRANCÉS DEL RIO DE LA
PLATA, S.A.

(Name of Issuer)

ORDINARY SHARES
Ps.1 NOMINAL VALUE
(Title of Class of Securities)


05959110
(CUSIP Number)

RAUL SANTORO
Authorized Representative of Banco
Bilbao Vizcaya Argentaria, S.A.

1345 Avenue of the Americas,
45th Floor
New York, New York 10105

(212) 728-1500

(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)

March 1, 2000 - November 30, 2000
(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 which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following: [ ].

     Check the following box if a fee is being paid with this statement: [ ].

 






CUSIP No. 879382 SCHEDULE 13D Page 2 of 6 Pages

1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Banco Bilbao Vizcaya Argentaria, S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o 
(b) x 
3 SEC USE ONLY

4 SOURCE OF FUNDS*

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

143,060,294 Ordinary Shares
8 SHARED VOTING POWER

Not applicable
9 SOLE DISPOSITIVE POWER

143,060,294 Ordinary Shares
10 SHARED DISPOSITIVE POWER

Not applicable.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

143,060,294 Ordinary Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o 

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

68.24%
14 TYPE OF REPORTING PERSON*

BK

*SEE INSTRUCTIONS BEFORE FILLING OUT!

2 of 6

SEC 1746 (9-88)




     Banco Bilbao Vizcaya Argentaria, S.A., a Spanish corporation (“BBVA”) hereby amends its Report on Schedule 13D, originally filed on October 17, 1996 (the “Schedule 13D”), as amended by Amendment No. 1 filed on December 23, 1996, Amendment No. 2 filed on January 24, 1997, Amendment No. 3 filed on April 30, 1997, Amendment No. 4 filed on November 21, 1997, Amendment No. 5 filed on January 22, 1998, and Amendment No. 6 filed on February 24, 2000, with respect to the purchase of Ordinary Shares, Ps. 1 nominal value per share (the “Ordinary Shares”) of Banco Francés del Rio de la Plata S.A., an Argentine corporation (the “Company”). Terms not otherwise defined herein have the meanings assigned to them in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

     The response set forth in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information at the end thereto:

     Since the most recent amendment to this 13D filed on February 24, 2000, BBVA acquired through open market purchases an additional 5,522,270 Ordinary Shares representing an additional 2.63% of the Company. These acquisitions were funded with internally generated funds.

Item 5. Interest in Securities of the Issuer.

The response set forth in Item 5(a) of the Schedule 13D is hereby amended to read:

     As a result of its acquisition of Ordinary Shares of the Company through open market transactions, BBVA beneficially owns, for the purpose of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, approximately 143,060,294 Ordinary Shares, representing approximately 68.24% of the outstanding equity of the Company.

      Except as set forth in this Item 5(a), none of BBVA or any other person controlling BBVA beneficially owns any Shares.

      The response set forth in Item 5(b) of the Schedule 13D is hereby amended to read:

     As a result of the transactions described above, BBVA may be deemed pursuant to Rule 13d-3 to have the power to vote or to direct the vote, or to dispose or direct the disposition of, approximately 143,060,294 Ordinary Shares.

      The response set forth in Item 5(c) of the Schedule 13D is hereby amended to read:

     During the past sixty days, BBVA purchased an aggregate of 2,304,453 Ordinary Shares of the Company in the open market. The price per share for these Ordinary Shares was US$6.692.

3 of 6





SIGNATURE

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

Date: December 22, 2000
  BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
       
  By:   /s/ Raúl Santoro
   
    Name: Raúl Santoro
    Title: Authorized Representative
      Banco Bilbao Vizcaya Argentaria, S.A.

4 of 6




Schedule A

DIRECTORS AND EXECUTIVE OFFICERS OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

     The name and present principal occupation or employment of each of the directors and executive officers of Banco Bilbao Vizcaya Argentaria, S.A. are set forth below. All of the Directors and Executive Officers are citizens of Spain. The registered business address of each of the persons listed below is Plaza de San Nicolas 4, 48005 Bilbao, Spain.

         Directors
   
         Name Principal Occupation
   
Emilio de Ybarra y Churruca President
Francisco González Rodriguéz President
Pedro Luis Uriarte Santamarina Vice President
Gervasio Collar Zabaleta Vice President
José Domingo Ampuero Vice President
Jesús María Cainzos Fernández Director
Eduardo Aguirre y Alonso Allende Director
Juan Carlos Álvarez Mezquiriz Director
Plácido Arango Arias Director
Francisco Javier Aresti y Victoria de Lecea Director
Ramón Bustamante y de la Mora Director
José Caparrós Peréz Director
Alfonso Cortina Director
Juan Entrecanales Azcarate Director
Oscar Fanjul Martín Director
Ignacio Ferrero Jordi Director
Javier Gálvez Montes Director
Ramón de Icaca Zabálburu Director
Luis Lezama Leguizamon Director
José Llado Fernández Urrutia Director
José Maldonado Ramos Secretary
Gregorio Marañón y Bertrán de Lis Director
Enrique Medina Fernández Director
Ricardo Muguruza Garteiz Director
Antonio Patrón Pedrera Director
Alejandro Royo-Villanova Payá Director
José María San Martin Espinós Director
Jaume Tomás Sabaté Director
Juan Urrutia Elejalde Director
Andres Vilarniño Maura Director
Fernando de Ybarra Lopez-D. Director
Luis María de Ybarra y Zubiria Director

5 of 6






         Executive Officers (who are not directors)
         Name Principal Occupation
José María Abril Pérez General Manager
Luis Bastida Ibarguen General Manager
José Luis Carranza Ortiz General Manager
Javier Echenique Landiribar General Manager
Mario Fernández Pelaz General Manager
José Antonio Fernandez Rivero General Manager
José Fonollosa García General Manager
José Igancio Goirigolzarri Tellaeche General Manager
José Ramón Guerediaga Mendiola General Manager
Manuel Méndez del Río General Manager
Federico Outón del Moral General Manager
Gonzalo Terreros Ceballos General Manager
Gregorio Villalabeitia Galarraga General Manager

6 of 6

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