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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 18,
1989
SOVEREIGN BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 0-16533 23-2453088
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Ident. No.)
1130 Berkshire Boulevard, Pennsylvania, PA 19601
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610)320-8400
N/A
(Former name or former address, if changed since last report.)
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EXHIBIT INDEX ON PAGE ___
Item 5, Other Events, in the Registrant's Current Report on
Form 8-K filed on September 19, 1989, is hereby supplemented by
adding at the end thereof the following:
Item 5. Other Events.
Sovereign Bancorp, Inc. ("Sovereign") and Chemical Bank, as
the Rights Agent, executed an Amendment to Rights Agreement,
dated as of September 27, 1995 (the "Amendment"). The Amendment,
among other things, (i) increases the exercise price for Rights
from approximately $15 per share (adjusted to give effect to
stock splits effected from time to time by Sovereign) to $40.00
per share, (ii) extends the term of the Rights Agreement from
September 18, 1999, to September 27, 2004, and (iii) modifies the
definition of Acquiring Person and the triggering event for the
exercise of Rights to include any person who is the beneficial
owner of 9.9% or more of the shares of Common Stock or Voting
Securities of Sovereign, and to delete from the definition the
limited carve out for Persons who had filed Schedule 13Ds under
the Securities Exchange Act of 1934, as amended, indicating
beneficial ownership of 5% or more of the Common Stock prior to
the adoption of the Plan.
The description of the Amendment is qualified in its
entirety by reference to the copy of the Amendment filed as
Exhibit 4.1 hereof. Capitalized terms used herein but not
defined herein shall have the meanings given to such terms in the
Amendment.
Item 7, Financial Statements and Exhibits, in the
Registrant's Current Report on Form 8-K filed on September 19,
1989, is hereby amended and restated to read as follows:
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 4 - Rights Agreement dated as of
September 19, 1989, between
Sovereign Bancorp, Inc. and Harris
Trust Company of New York, as
Rights Agent.*
Exhibit 4.1 - Amendment to Rights Agreement dated
as of September 27, 1995, between
Sovereign Bancorp, Inc. and
Chemical Bank, as successor to
Harris Trust Company of New York as
Rights Agent.
Exhibit 28 - Press Release, dated September 19,
1989, of Sovereign Bancorp, Inc.*
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*Previously filed
SIGNATURE
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/ Jay S. Sidhu
Jay S. Sidhu,
President and Chief Executive
Officer
Dated: January 8, 1996
EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
4.1 Amendment to Rights Agreement dated
as of September 27, 1995, between
Sovereign Bancorp, Inc. and Chemical
Bank, as successor to Harris Trust
Company of New York as Rights Agent.