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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) December 8, 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
(the "FSFS Acquisition"). The FSFS Acquisition was accounted for as a pooling
of interests.
On August 29, 1997, Sovereign completed its acquisition of all of the
outstanding capital stock of Bankers Corp. ("BKCO"), the holding company for
Bankers Savings, a $2.6 billion federal savings bank (the "BKCO Acquisition").
The BKCO Acquisition was accounted for as pooling of interests.
On September 18, 1997, Sovereign entered into an Agreement and Plan of
Merger with ML Bancorp, Inc. ("ML Bancorp") providing, among other things, for
the merger (the "ML Bancorp Merger") of ML Bancorp with and into Sovereign. ML
Bancorp, a Pennsylvania corporation, is the holding company for Main Line Bank,
a Pennsylvania savings bank. At September 30, 1997, ML Bancorp had total
unaudited consolidated assets, deposits and shareholders' equity of
approximately $2.3 billion, $1.0 billion and $160 million, respectively. In
connection with the ML Bancorp 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 ML Bancorp Merger. Pursuant to Item 10(b)(3) of Form S-4, Sovereign, among
other things, is required to either include in the Prospectus that which
constitutes a part of the Registration Statement or incorporate by reference
therein, historical financial statements restated to reflect the FSFS
Acquisition and the BKCO 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 the BKCO Acquisition and (ii) the
Report of Ernst & Young LLP thereon.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 27 - Financial Data Schedule
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 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.
Exhibit 99.3 - The Consolidated Statements of Condition as of December
31, 1996 and 1995 and the Consolidated Statements of
Income, Consolidated Statements of Changes in Income,
Equity and Consolidated Statements of Cash Flows for
the years ended December 31, 1996, 1995 and 1994 of
Bankers Corp. and the related Notes thereto and the
Report of KPMG Peat Marwick LLP thereon.
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Exhibit 99.4 - Consent of Ernst & Young LLP.
Exhibit 99.5 - Consent of KPMG Peat Marwick LLP.
Exhibit 99.6 - 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: December 8, 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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27 Financial Data Schedule
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
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 (Incorporated herein by reference to
Exhibit 99.2 to Sovereign's Current Report on Form 8-K filed on
June 17, 1997).
99.3 The Consolidated Statements of Condition as of December 31, 1996 and
1995 and the Consolidated Statements of Income, Consolidated
Statements of Changes in Stockholders' Equity and Consolidated
Statements of Cash Flows for the years ended December 31, 1996, 1995
and 1994 of Bankers Corp. and the related Notes thereto and the
Report of KPMG Peat Marwick LLP thereon (Incorporated herein by
reference to Exhibit 99.2 to Sovereign's Current Report on Form 8-K/A
filed on November 14, 1997.)
99.4 Consent of Ernst & Young LLP.
99.5 Consent of KPMG Peat Marwick LLP.
99.6 Consent of KPMG Peat Marwick LLP.
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