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
Date of Report (Date of earliest event reported): November 17, 2008
Sovereign Bancorp, Inc.
(Exact name of registrant as specified in its charter)
| | | | | |
| Pennsylvania | | 1-16581 | | 23-2453088 |
| (State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
1500 Market Street, Philadelphia, Pennsylvania
| | 19102 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(267) 256-8601
| |
n/a
|
| (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:
þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On November 17, 2008, Sovereign Bancorp, Inc. (NYSE: SOV), parent company of Sovereign Bank, issued a press release announcing that the exchange ratio to be received by Sovereign’s common shareholders pursuant to the Transaction Agreement, dated October 13, 2008, between Sovereign and Banco Santander, S.A. (NYSE: STD) will be adjusted. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Additional Information About the Transaction
In connection with the Transaction, Sovereign and Santander will file with the Securities and Exchange Commission (SEC) a Registration Statement on Form F-4 that will include a proxy statement of Sovereign that also constitutes a prospectus of Santander. Sovereign will mail the proxy statement/prospectus to its shareholders. Investors and security holders are urged to read the proxy statement/prospectus regarding the proposed transaction when it becomes available because it will contain important information. You may obtain a free copy of the proxy statement/prospectus (when available) and other related documents filed by Sovereign and Santander with the SEC at the SEC’s website at www.sec.gov. The proxy statement/prospectus (when it is available) and the other documents may also be obtained for free by accessing Sovereign’s website at www.sovereignbank.com under the tab “Investor Relations” and then under the subheading “Financials”, then click on “SEC Filings”.
Participants in the Transaction
Sovereign, Santander and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from shareholders in favor of the transaction. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders in connection with the proposed transaction will be set forth in the proxy statement/prospectus when it is filed with the SEC. You can obtain free copies of these documents from Sovereign or Santander using the contact information above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | |
| Exhibit No. | | Description |
| 99.1 | | Press Release, dated November 17, 2008, of Sovereign Bancorp, Inc. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | SOVEREIGN BANCORP, INC. |
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| Dated: November 17, 2008 | | By: | | /s/ Stacey V. Weikel |
| | | | | |
| | | Name: | | Stacey V. Weikel |
| | | Title: | | Senior Vice President |
EXHIBIT INDEX
| | | |
| Exhibit No. | | Description |
| 99.1 | | Press Release, dated November 17, 2008, of Sovereign Bancorp, Inc. |
