SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 17, 1996
First State Financial Services, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-16532 22-2823506
(State or other (Commission File No.) (I.R.S. Employer)
jurisdiction of Identification No.)
incorporation
Registrant's telephone number, including area code: (201) 575-5800
Not Applicable
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(Former name or former address, if changed since last report)
Item 1(b). Change of Control of the Registrant.
On June 25, 1996, First State Financial Services, Inc. ("First
State" or the "Registrant"), entered into an Agreement and Plan of
Merger (the "Agreement") with Sovereign Bancorp, Inc.
("Sovereign"). The Agreement provides for the merger of the
Registrant into Sovereign (the "Merger"), and for Sovereign to
exchange $14.75 in Sovereign common stock for each outstanding
share of the Registrant. The price is fixed to First State
shareholders, subject to adjustment if the average price of
Sovereign common stock, as defined in the Agreement, falls outside
a specified range. First State has the ability to terminate the
transaction if the average price of Sovereign common stock is less
than $8.00 per share, unless Sovereign elects to increase the
exchange ratio. Sovereign may terminate the transaction at any time
if certain specified asset quality measures are triggered at First
State, or if reported losses on asset sales exceed certain levels.
In this regard, First State had previously announced a strategic
restructuring, pursuant to which, among other things, it intended
to liquidate substantially all of its problem assets and in
connection therewith indicated that it intended to make significant
additional provisions for loan losses in the third quarter of
fiscal 1996. The Agreement may be terminated by Sovereign if First
State records additional provisions for loan losses in excess of
$5.75 million prior to the consummation of the Merger.
Consummation of the Merger is subject to certain conditions,
including the approval of the Registrant's stockholders and the
receipt of all regulatory approvals. In connection with the
Agreement, First State granted Sovereign an option to purchase
19.9% of its common stock (the "Stock Option Agreement"), subject
to the occurrence of certain specified events. The description of
the Agreement, including the Stock Option Agreement, is qualified
in its entirety by reference to the terms of the Agreement,
including the Stock Option Agreement.
On July 10, 1996, the Registrant filed a Current Report on
Form 8-K which included as an exhibit the Agreement and Plan of
Merger, dated as of June 24, 1996, between First State Financial
Services, Inc. and Sovereign Bancorp, Inc. The amended Current
Report on Form 8-K being filed includes the Stock Option Agreement
which was listed as an exhibit to the Agreement and Plan of Merger,
but inadvertently omitted from the initial Current Report on Form
8-K.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
The following Exhibits are filed as part of this report:
Exhibit 2 Agreement and Plan of Merger, dated as of June
24, 1996, between First State Financial
Services, Inc. and Sovereign Bancorp, Inc.,
including the Stock Option Agreement.
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.
First State Financial Services, Inc.
DATE: July 17, 1996 By: /s/Michael J. Quigley, III
Michael J. Quigley, III
President and Chief Executive
Officer
Exhibit Index
The following Exhibits are filed as part of this report:
Exhibit 2 Agreement and Plan of Merger, dated as of June 24,
1996, between First State Financial Services, Inc
and Sovereign Bancorp, Inc., including the Stock
Option Agreement.