______________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
September 8, 2009
Date of Report (Date of earliest event reported)
Sovereign Bancorp, Inc.
(Exact name of registrant as specified in its charter)
| Virginia | 1-16581 | 23-2453088 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
| | |
| 75 State Street, Boston, Massachusetts | | 02109 |
| (Address of principal executive offices) | | (Zip Code) |
(617) 346-7200
Registrant’s telephone number, including area code
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
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Item 8.01. Other Events.
On August 25, 2009, Banco Santander, S.A. and Santander Financial Exchanges Limited disclosed in a Tender Offer Statement on Schedule TO an offer (the “Exchange Offer”) to exchange (x) certain securities guaranteed by Banco Santander, S.A. to be issued by Santander Finance Preferred, S.A. Unipersonal plus a cash payment for (y) any and all of Sovereign’s 7.300% Depositary Shares, each representing a 1/1,000th interest in a share of Series C Non-Cumulative Perpetual Preferred Stock.
Sovereign has elected to express no opinion and remain neutral toward the Exchange Offer and is expressing no opinion as to whether holders of its Depositary Shares should accept or reject the Exchange Offer as set forth in the statement to shareholders attached hereto as Exhibit 99.1 and incorporated herein by reference in accordance with Sovereign’s obligations under Rule 14e-2 of the Securities Exchange Act of 1934.
Item 9.01 Financial Statements and Exhibits.
| (d) Exhibits | |
| |
| Exhibit No. | Description |
| 99.1 | Statement by Sovereign Bancorp, Inc. with respect to the exchange offer by Santander Financial
Exchanges Limited |
Signature(s)
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 hereunto duly authorized.
| |
| SOVEREIGN BANCORP, INC |
| |
| By: | /s/ Christopher S. Pfirrman |
| Name: | Christopher S. Pfirrman |
| Title: | Senior Vice President and Assistant
Secretary |
Date: September 8, 2009
| |
| EXHIBIT INDEX |
| |
| Exhibit No. | Description |
| 99.1 | Statement by Sovereign Bancorp, Inc. with respect to the exchange offer by Santander Financial
Exchanges Limited |
