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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 17, 1997
SOVEREIGN BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-16533 2-2453088
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(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Ident. No.)
1130 Berkshire Boulevard, Wyomissing, Pennsylvania 19610
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610) 320-8400
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N/A
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(Former name or former address, if changed since last report.)
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Item 5. Other Events
On February 18, 1997, Sovereign Bancorp, Inc. ("Sovereign") completed its
acquisition of all of the outstanding capital stock of First State Financial
Services, Inc. ("FSFS"), the holding company for First DeWitt Bank, a $600
million federal savings bank (the "FSFS Acquisition"). The FSFS Acquisition was
accounted for as pooling of interests.
On February 5, 1997, Sovereign entered into an Agreement and Plan of Merger
with Bankers Corp. ("Bankers") providing, among other things, for the merger
(the "Bankers Merger") of Bankers with and into Sovereign. Bankers, a New Jersey
corporation, is the holding company for Bankers Savings, a New Jersey savings
bank. At March 31, 1997, Bankers had total unaudited consolidated assets,
deposits and shareholders' equity of approximately $2.5 billion, $1.7 billion
and $198 million, respectively. In connection with the Bankers Merger, Sovereign
is filing with the Securities and Exchange Commission a Registration Statement
on Form S-4 (the "Registration Statement") to register shares of its common
stock for issuance to shareholders of Bankers Merger. Pursuant to Item 11(b) of
Form S-4, Sovereign, among other things, is required to either include in the
Prospectus that constitutes a part of the Registration Statement or incorporate
by reference therein, historical financial statements restated to reflect the
FSFS Acquisition. Accordingly, attached hereto as Exhibit 99.1 and incorporated
herein by reference are (i) the audited Supplemental Consolidated Balance Sheets
as of December 31, 1996 and 1995 and the Supplemental Consolidated Statements of
Operations, Supplemental Consolidated Statements of Stockholders' Equity and
Supplemental Consolidated Statements of Cash Flows for the years ended December
31, 1996, 1995 and 1994 of Sovereign restated to reflect the FSFS Acquisition
and (ii) the Report of Ernst & Young LLP thereon.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99.1 - The Supplemental Consolidated Balance Sheets as of
December 31, 1996 and 1995 and the Supplemental
Consolidated Statements of Operations, Supplemental
Consolidated Statements of Stockholders' Equity and
Supplemental Consolidated Statements of Cash Flows for
the years ended December 31, 1996, 1995 and 1994 of
Sovereign Bancorp, Inc. and the related Notes thereto
and the Report of Ernst & Young LLP thereon.
Exhibit 99.2 - The Consolidated Balance Sheets as of September 30, 1996
and 1995 and the Consolidated Statements of Operations,
Consolidated Statements of Changes in Stockholders'
Equity and Consolidated Statements of Cash Flows for the
years ended September 30, 1996, 1995 and 1994 of First
State Financial Services, Inc. and the related Notes
thereto and the Report of KPMG Peat Marwick LLP thereon.
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Exhibit 99.3 - Consent of Ernst & Young LLP.
Exhibit 99.4 - Consent of KPMG Peat Marwick LLP.
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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.
SOVEREIGN BANCORP. INC.
Dated: May 30, 1997
By /s/ Mark R. McCollom
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Mark R. McCollom
Chief Accounting Officer
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EXHIBIT INDEX
Exhibit
Number
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99.1 The Supplemental Consolidated Balance Sheets as of December 31, 1996
and 1995 and the Supplemental Consolidated Statements of Operations,
Supplemental Consolidated Statements of Stockholders' Equity and
Supplemental Consolidated Statements of Cash Flows for the years ended
December 31, 1996, 1995 and 1994 of Sovereign Bancorp, Inc. and the
related Notes thereto and the Report of Ernst & Young LLP thereon.
99.2 The Consolidated Balance Sheets as of September 30, 1996 and 1995 and
the Consolidated Statements of Operations, Consolidated Statements of
Changes in Stockholders' Equity and Consolidated Statements of Cash
Flows for the years ended September 30, 1996, 1995 and 1994 of First
State Financial Services, Inc. and the related Notes thereto and the
Report of KPMG Peat Marwick LLP thereon.
99.3 Consent of Ernst & Young LLP.
99.4 Consent of KPMG Peat Marwick LLP.
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