NOMURA INTERNATIONAL PLC
SC 13G/A, 1998-07-31
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                  SCHEDULE 13G




                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                                    PonceBank
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, par value $1.00 per share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    73236Y108
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                                  July 10, 1998
- --------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

         [ ]      Rule 13d-1(b)
         [X]      Rule 13d-1(c)
         [ ]      Rule 13d-1(d)

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).



<PAGE>



CUSIP No. 73236Y108                    13D                     Page 2 of 5 Pages

- --------------------------------------------------------------------------------
1       NAME OF REPORTING PERSON  Nomura International plc
        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
        Not Applicable
- --------------------------------------------------------------------------------
2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
        (a) [ ] (b) [ ]
- --------------------------------------------------------------------------------
3       SEC USE ONLY

- --------------------------------------------------------------------------------
4       CITIZENSHIP OR PLACE OF ORGANIZATION
        England and Wales
- --------------------------------------------------------------------------------

                      5      SOLE VOTING POWER
                             0
- --------------------------------------------------------------------------------

     NUMBER OF        6      SHARED VOTING POWER
       SHARES                0
    BENEFICIALLY
      OWNED BY
                      ----------------------------------------------------------
       EACH           7      SOLE DISPOSITIVE POWER
     REPORTING               0
       PERSON
        WITH
                      ----------------------------------------------------------
                      8      SHARED DISPOSITIVE POWER
                             0
- --------------------------------------------------------------------------------
9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        0
- --------------------------------------------------------------------------------
10      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
        (See Instructions)  [ ]
- --------------------------------------------------------------------------------
11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
        0%
- --------------------------------------------------------------------------------
12      TYPE OF REPORTING PERSON (See Instructions)
        OO
- --------------------------------------------------------------------------------



<PAGE>



Item 1.

     (a) Name of Issuer: PonceBank

     (b) Address of Issuer's Principal  Executive Offices:  59 Concordia Street,
Ponce, Puerto Rico 00731

Item 2.

     (a) Name of Person Filing: Nomura International plc

     (b) Address of Principal  Business  Office or, if none,  Residence:  Nomura
House, 1 St. Martins-le-Grand, London, England EC1A4NP

     (c) Citizenship: England and Wales

     (d) Title of Class of Securities: Common stock, par value $1.00 per share

     (e) CUSIP Number: 73236Y108

Item 3.

     If this statement is filed pursuant to  ss.ss.240.13d-1(b)  or 240.13d-2(b)
or (c), check whether the person filing is a:

     (a) [ ] Broker or dealer  registered under section 15 of the Act (15 U.S.C.
78o)

     (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)

     (c) [ ]  Insurance  company as defined in section  3(a)(19)  of the Act (15
U.S.C. 78c)

     (d) [ ]  Investment  company  registered  under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8)

     (e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E)

     (f) [ ] An employee  benefit  plan or  endowment  fund in  accordance  with
ss.240.13d-1(b)(1)(ii)(F)

     (g) [ ] A parent  holding  company or  control  person in  accordance  with
ss.240.13d-1(b)(1)(ii)(G)

     (h) [ ] A savings  association  as defined in section  3(b) of the  Federal
Deposit Insurance Act (12 U.S.C. 1813)

     (i) [ ] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment  Company Act of 1940 (15 U.S.C.
80a-3)

     (j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J)

     If this statement is filed pursuant to ss.240.13d-1(c), check this box. [X]


                               Page 3 of 5 Pages



<PAGE>



Item 4.  Ownership.

     With  regard  to the  aggregate  number  and  percentage  of the  class  of
securities of the issuer identified in Item 1:

     (a) Amount beneficially owned: none

     (b) Percent of class: 0%

     (c) Number of shares as to which the person has:

          (i) Sole power to vote or to direct the vote: none

          (ii) Shared power to vote or to direct the vote: none

          (iii) Sole power to dispose or to direct the disposition of: none

          (iv) Shared power to dispose or to direct the disposition of: none

Item 5.  Ownership of Five Percent or Less of a Class.

     If this  statement  is being  filed to report  the fact that as of the date
hereof the reporting  person has ceased to be the beneficial  owner of more than
five percent of the class of securities, check the following [X].

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

     Not applicable.

Item 7.  Identification  and Classification of the Subsidiary Which Acquired the
         Security Being Reported on By the Parent Holding Company.

     Not applicable.

Item 8.  Identification and Classification of Members of the Group.

     Not applicable.

Item 9.  Notice of Dissolution of Group.

     Not applicable.

Item 10. Certifications.

     (a) Not applicable.

     (b) By  signing  below I  certify  that,  to the best of my  knowledge  and
belief, the securities  referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing  the control of the
issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having that purpose or effect.


                               Page 4 of 5 Pages



<PAGE>



                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

     Date: July 31, 1998

                                            NOMURA INTERNATIONAL PLC


                                            By:  /s/ JAMES HOURIGAN
                                               ---------------------------
                                                     James Hourigan
                                                     Compliance Executive


                               Page 5 of 5 Pages




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