<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF SECURITIES OF
CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR 12 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Santander BanCorp
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Commonwealth of Puerto Rico 66-0573723
- -------------------------------------------- ----------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
207 Ponce de Leon Avenue
San Juan, Puerto Rico 00917
- -------------------------------------------- ----------------------------
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
Common Stock (par value $2.50 per share) New York Stock Exchange
- ----------------------------------------- --------------------------------
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [x]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
NOT APPLICABLE
- --------------------------------------------------------------------------------
<PAGE> 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Santander BanCorp (the "Registrant") is a Puerto Rico corporation which
was formed solely for the purpose of effecting the reorganization of Banco
Santander Puerto Rico (the "Bank"), into a bank holding company form of
ownership (the "Reorganization").
The Bank is a commercial bank chartered under the laws of the
Commonwealth of Puerto Rico and is the Registrant predecessor for registration
purposes under the Securities Exchange Act of 1934 (the "Act"). The Bank has
securities registered with the Federal Deposit Insurance Corporation under
Section 12(b) of the Act and its common stock is traded on the New York Stock
Exchange.
Registrant, the Bank and Santander Interim Bank entered into an
Agreement and Plan of Merger dated as of September 14, 1999 (the "Merger
Agreement") pursuant to which Santander Interim Bank will be merged with and
into the Bank. The merger is being carried out in order to accomplish the
Reorganization. Registrant organized and licensed Santander Interim Bank as its
wholly-owned subsidiary.
On the effective date of the Reorganization, each share of common stock
of the Bank outstanding immediately prior to the Reorganization (other than
shares as to which dissenters rights are perfected as provided under Section 15
of the Puerto Rico Banking Act) will automatically by operation of law be
converted into shares of common stock of the Registrant. It is those shares of
the Registrant's $2.50 par value common stock (the "Common Stock") that are
being registered hereby.
After the Reorganization, the former holders of the outstanding common
stock of the Bank (who do not exercise their dissenters' rights under Section 15
of the Puerto Rico Banking Act) will become the holders of all of the
outstanding common stock of Registrant. Registrant currently has 200,000,000
authorized shares of Common Stock, and on the effective date of the
Reorganization it will have 42,484,870 shares of Common Stock issued and
outstanding.
The following is a description of the Registrant's securities to be
registered:
A. GENERAL. The securities of the Registrant being registered hereunder
are its shares of Common Stock, par value $2.50 per share. Each share of Common
Stock of the Registrant has the same relative rights as, and is identical in all
respects with, each other share of Common Stock. The shares of Common Stock of
the Registrant have no redemption, conversion or sinking fund rights or
privileges, and the holders thereof have no preemptive or subscription rights to
purchase any securities of the Registrant. Upon liquidation, dissolution or
winding up of the Registrant, the holders of Common Stock are entitled to
receive pro rata the assets of the Registrant which are legally available for
distribution, after payment of all debts and other liabilities of the
Registrant.
B. VOTING. The holders of Common Stock are entitled to vote for each
share held of
<PAGE> 3
record on all matters submitted to a vote of stockholders. Each share of Common
Stock has the same relative rights as, and is identical in all respects with,
each other share of Common Stock. There are no cumulative voting rights for the
election of directors.
Under Puerto Rico law, the affirmative vote of the holders of a
majority of the outstanding shares of Common Stock would be required to approve,
among other matters, an adverse change in the powers, preferences or rights of
the Common Stock. If the Registrant issues preferred stock in the future,
holders of such preferred stock may also possess voting rights.
C. DIVIDENDS. Subject to any dividend preferences which may be
established with respect to preferred stock, holders of shares of Common Stock
of the Registrant will be entitled to receive, pro rata, dividends when and if
declared by the Board of Directors of the Registrant out of funds legally
available therefor.
ITEM 2. EXHIBITS
List below all exhibits, if any, required to be filed as part of the
registration statement:
3.1 Certificate of Incorporation of Registrant, as amended.
3.2 The By-Laws of Registrant, as amended.
3.3 Agreement and Plan of Merger dated as of September 14th, 1999
by and among, Banco Santander Puerto Rico, Santander Interim
Bank and the Registrant pursuant to which Banco Santander
Puerto Rico will be reorganized into a wholly-owned subsidiary
of Registrant.
<PAGE> 4
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
SANTANDER BANCORP
/s/ Jose Gonzalez de Castejon
-----------------------------------
Name: Jose Gonzalez de Castejon
Title: President
Date: April 26, 2000
<PAGE> 1
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
SANTANDER BANCORP
FIRST
The name of this corporation is "Santander BanCorp" (hereinafter the
"Corporation").
SECOND
The principal office of the Corporation shall be located at 207 Ponce
de Leon Avenue, San Juan, Puerto Rico. The Corporation's Resident Agent is
Nicolas Lopez with the same address above.
THIRD
The term of existence of the Corporation is indefinite.
FOURTH
The Corporation shall have all of the express, implied and incidental
powers conferred by the General Corporation Law of Puerto Rico, as amended (the
"Corporation Law") and by all amendatory acts thereof and supplemental thereto,
and such other powers as may, from time to time, be granted by the laws of
Puerto Rico to corporations organized under the Corporation Law.
FIFTH
(a) The business and activities of the Corporation shall be under the
authority of a board of directors composed of the number of directors fixed from
time to time by resolution of an absolute majority of the board of directors
within the limits established in the By-Laws, provided that the number of
directors shall always be an odd number and not less than five (5) nor more than
eleven (11). The board of directors shall be divided into three classes as
nearly equal in number as possible. The members of each class shall be elected
for a term of three years and until their successors are elected and qualified.
One class shall be elected by ballot annually. In the annual meeting of
shareholders for the year 2000, the shareholders shall elect all the directors
for all three classes in a staggered form, thus directors in one class shall be
elected in that meeting for a term of one year, others for a term of two years
and the rest for a term of three years. A majority of the directors holding
office shall constitute a quorum at meetings of the board of directors.
(b) The directors, a majority of which shall be bona fide residents of
the Commonwealth of Puerto Rico, shall have such qualifications, shall be
subject to such responsibilities, shall comply with such requirement and shall
hold office pursuant to the provisions of the Corporation Law and the By-Laws of
the Corporation.
(c) Any vacancy in the board of directors may be filled by a majority
of the votes of the
<PAGE> 2
directors in function. The directors so elected shall meet all of the conditions
and shall be subject to the same responsibilities of the directors elected by
the stockholders and shall remain in their office until the expiration of their
respective term, thus, until the corresponding general meeting of stockholders
is held and their successors have been duly elected and are sworn in their
offices.
(d) The board of directors, by resolution approved by an absolute
majority, may appoint one or more Committees, each one composed of three (3) or
more directors of the Corporation, and such executive or administrative officers
as the board of directors may assign. Such committees shall and may exercise
those powers that the board of directors may so delegate.
SIXTH
The authorized capital of the Corporation shall be SEVEN HUNDRED FIFTY
MILLION DOLLARS ($750,000,000) represented by TWO HUNDRED MILLION (200,000,000)
shares of common stock, TWO DOLLARS AND FIFTY CENTS ($2.50) par value per share,
and TEN MILLION (10,000,000) shares of Preferred Stock, TWENTY FIVE DOLLARS
($25.00) par value per share. The shares may be issued by the Corporation from
time to time as authorized by the board of directors without the further
approval of shareholders, except as otherwise provided in this Article Sixth or
to the extent that such approval is required by governing law, rule or
regulations.
Subject to requirements established by these Articles of Incorporation,
the board of directors is expressly authorized to implement stock option plans
when it deems appropriate. However, no shares of capital stock (including shares
issuable upon conversion, exchange or exercise of other securities) shall be
issued, directly or indirectly, to directors, officers and employees of the
Corporation other than as part of a general public offering or unless their
issuance or the plan (including stock option plans) under which they would be
issued has been approved by a majority of the total votes to be cast at a legal
meeting of stockholders.
Limited to the extent of authorized capital in these Articles of
Incorporation, the board of directors is expressly authorized to provide, when
it deems necessary, (i) for the issuance of shares of common stock in one or
more series or classes, and (ii) for the issuance of shares of preferred stock
in one or more series, with such voting powers, full or limited, but not to
exceed one vote per share, or without voting powers; and with such designations,
preferences, rights, qualifications, limitations or restrictions thereof, as
shall be expressed in the resolution or resolutions of the board of directors,
authorizing such issuance, including (but without limiting the generality of the
foregoing) the following:
(a) the designation of such series;
(b) the dividend rate of such series, the conditions and dates upon
which the dividends shall be payable, the preference or relation which such
dividends shall bear to the dividends payable on any other class or classes of
capital stock of the Corporation, and whether such dividends shall be cumulative
or non-cumulative;
(c) whether the shares of such series shall be subject to redemption by
the Corporation, and if made subject to such redemption, the terms and
conditions of such redemption;
(d) the terms and amount of any sinking fund provided for the purchase
or redemption of the shares of such series;
(e) whether the shares of such series shall be convertible and if
provision be made for conversion, the terms of such conversion;
<PAGE> 3
(f) the extent, if any, to which the holders of such shares shall be
entitled to vote; provided, however, that in no event, shall any holder of any
series of preferred stock be entitled to more than one vote for each such share;
(g) the restrictions and conditions, if any, upon the issue or re-issue
of any additional preferred stock ranking on a parity with or prior to such
shares as to dividends or upon dissolution; and
(h) the rights of the holders of such shares upon dissolution of, or
upon distribution of assets of the Corporation, which rights may be different in
the case of a voluntary dissolution.
SEVENTH
Except as the Board of Directors, in its discretion, may from time to
time determine, holders of any class of capital stock of the Corporation shall
not be entitled as a matter of right to subscribe for or purchase, or have any
preemptive or preferential right of subscription with respect to any part of any
new or additional issue of stock of any class whatsoever, or of securities
convertible into any stock of any class whatsoever of the Corporation, whether
now or hereafter authorized and whether issued for cash or other consideration
or by way of a dividend.
EIGHTH
The Corporation shall hold at least one general annual meeting of
stockholders each year, at such place and date prescribed by the By-Laws of the
Corporation, and such other special meetings necessary in the opinion of the
President or the board of directors, or requested by stockholders representing
twenty percent (20%) of the paid-in capital.
The general annual meetings shall be convened by mailing a notice to
each stockholder at least (30) thirty days prior to the dates set forth for such
meeting.
Notices of special meetings of stockholders shall contain the same
information as notices of general annual meetings of stockholders, but shall
also contain information in connection with the reasons for the call to the
meeting and in connection with the different matters to be considered and voted
upon at the meeting. Notices prepared in accordance with these provisions shall
be required in order to hold a valid stockholders' meeting, and dispensing
therewith shall be excused only by the written consent of the stockholders.
To form a quorum at general annual meetings and at special meetings,
more than half of the paid-in capital must be represented by shareholders in
person or by proxy. If no quorum is present a second call shall be made in
accordance with the Corporation Law and the By-Laws.
Action shall be taken only by a majority vote of stockholders present,
by vote or proxy, except as otherwise provided in the preceding paragraph, and
in such other cases provided by law.
NINTH
The power to make or alter the By-Laws shall be vested at the regular
annual meeting of Stockholders, but the board of directors may supply any
matters not covered in the By-Laws, or amend them, adopting all such rules as
may be necessary for the conduct of the business of the Corporation as
circumstances may require, all such rules or amendments to be submitted at the
next regular annual meeting of Stockholders for their ratification.
<PAGE> 4
TENTH
The name and mailing and physical address of the Sole
Incorporator are:
<TABLE>
<CAPTION>
Name: Mailing and Physical Address:
----- -----------------------------
<S> <C>
Jose Alberto Sosa 100 La Sierra Avenue
Apt. 95
San Juan, Puerto Rico 00926
</TABLE>
ELEVENTH
The existence of the Corporation shall commence on the date in which
this Certificate of Incorporation is filed with the Department of State of the
Commonwealth of Puerto Rico.
I, the undersigned, being the sole Incorporator hereinbefore named for
the purpose of executing this Certificate of Incorporation pursuant to the
General Corporation Law, hereby swear that the statements contained herein are
true.
/s/ Jose Alberto Sosa
-----------------------------------
Jose Alberto Sosa
<PAGE> 1
EXHIBIT 3.2
BY-LAWS OF
SANTANDER BANCORP
ARTICLE I
STOCKHOLDERS
SECTION 1. Place of Meetings. All annual and special meetings of
stockholders shall be held at the principal office of the Corporation or at such
other place as the board of directors may determine.
SECTION 2. Annual Meeting. A meeting of the stockholders of the
Corporation for the election of directors, the presentation of the financial
statements of the Corporation and for the transaction of any other business of
the Corporation shall be held annually within 120 days after the end of the
Corporation's fiscal year on such date and at such time within such 120-day
period as the board of directors may determine.
SECTION 3. Special Meeting. Special meetings of the stockholders, for
any purpose or purposes, may be called at any time by the President or the board
of directors, and shall be called by the Chairperson of the Board, the President
or the Secretary upon the written request of the holders of not less than twenty
percent (20%) of the paid-in capital of the Corporation entitled to vote at the
meeting. The written request specified above shall state the purpose or purposes
of the meeting and shall be delivered at the principal office of the Corporation
addressed to the Chairperson of the Board, the President or the Secretary.
SECTION 4. Conduct of Meetings. Annual and special meetings shall be
conducted in accordance with the most current regulations of the board of
directors or these By-laws. The board of directors shall designate, when
present, either the Chairperson of the Board or President to preside at such
meetings.
SECTION 5. Notice of Meetings. Notice of the annual meeting of
stockholders shall be mailed to each stockholder of the Corporation at least
thirty (30) days prior to the date for each such meeting, and in addition, a
notice of each such meeting of stockholders shall be published as required by
law. Notice for all other extraordinary meetings of stockholders shall be mailed
to each stockholder of the Corporation at least twenty (20) days prior to the
date for each such meeting or any other shorter period the law may allow.
SECTION 6. Fixing of Record Date. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or stockholders entitled to receive payment of any
dividend, or in order to make a determination of stockholders for any other
proper purpose, the board of directors shall fix in advance a date as the record
date for any such determination of stockholders. Such date in any case shall be
not more than fifty (50) days prior to the date on which the particular action,
requiring such determination of stockholders, is to be taken. When a
determination of stockholders entitled to vote at any meeting of stockholders
has been made as provided in this section 6, such determination shall apply to
any adjournment thereof.
<PAGE> 2
SECTION 7. Voting Lists. At least ten (10) days before each meeting of
the stockholders, the officer or agent having charge of the stock transfer books
for shares of the Corporation shall make a complete list of the stockholders
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each.
This list of stockholders shall be kept on file at the principal office of the
Corporation and shall be subject to inspection by any stockholder at any time
during usual business hours for a period of ten (10) days prior to such meeting.
Such list shall also be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any stockholder during the
entire time of the meeting. The original stock transfer book shall constitute
prima facie evidence of the stockholders entitled to examine such list or
transfer books or to vote at any meeting of stockholders.
SECTION 8. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than a majority of the
outstanding shares is represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice;
provided that the date of the adjourned meeting shall not be less than eight (8)
days after the date for which the first meeting was called. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been at the meeting as originally notified. The
stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
SECTION 9. Proxies. At all meetings of stockholders, a stockholder may
vote by proxy executed in writing by the stockholder or by his duly authorized
attorney in fact. Proxies solicited on behalf of the management shall be voted
as directed by the stockholder or, in the absence of such direction, as
determined by a majority of the board of directors. Proxies must be filed with
the Secretary of the Corporation. No proxies shall be voted or acted upon after
one year from its date.
SECTION 10. Voting of Shares in the Name of Two or More Persons. When
ownership stands in the name of two or more persons, in the absence of written
instructions to the Corporation to the contrary, at any meeting of the
stockholders of the Corporation any one or more of such stockholders may cast,
in person or by proxy, all votes to which such ownership is entitled. In the
event an attempt is made to cast conflicting votes, in person or by proxy, by
the several persons in whose names shares of stock stand, the vote or votes to
which those persons are entitled shall be cast as directed by a majority of
those holding such and present in person or by proxy at such meeting, but no
votes shall be cast for such stock if a majority cannot agree.
SECTION 11. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by any officer, agent or proxy as the
by-laws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation may determine. Shares held by an
administrator, executor, guardian or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name. Shares standing in the name of a receiver
may be voted by such receiver without the transfer thereof into his name if
authority to do so is contained in an appropriate order of the court or other
public authority by which the receiver was appointed.
<PAGE> 3
A stockholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Neither treasury shares of its own stock held by the Corporation nor
shares held by another corporation, if a majority of the shares entitled to vote
for the election of directors of such other corporation are held by the
Corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time for purposes of any meeting.
SECTION 12. Cumulative Voting. Stockholders shall not be entitled to
cumulate their votes for the election of directors.
SECTION 13. Inspector of Election. In advance of any meeting of
stockholders, the board of directors may appoint any persons other than nominees
for office as inspectors of election to act at such meeting or any adjournment
thereof. The number of inspectors shall be either one or three. Any such
appointment shall not be altered at the meeting. If inspectors of election are
not so appointed, the Chairperson of the Board or the President may, and at the
request of not fewer than ten percent (10%) of the votes represented at the
meeting shall, make such appointment at the meeting. If appointed at the
meeting, the majority of the votes present shall determine whether one or three
inspectors are to be appointed. In case any person appointed as inspector fails
to appear or fails or refuses to act, the vacancy may be filled by appointment
by the board of directors in advance of the meeting or at the meeting by the
Chairperson of the Board or the President.
The duties of such inspectors shall include: (i) determining the number
of shares of stock and the voting power of each share, the shares of stock
represented at the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies; (ii) receiving votes, ballots or consents; (iii)
hearing and determining all challenges and questions in any way arising in
connection with the right to vote; (iv) counting and tabulating all votes or
consents; (v) determining the result; and (vi) such acts as may be proper to
conduct the election or vote with fairness to all stockholders.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of the Corporation
shall be under the direction of the board of directors. The board of directors
shall annually elect a Chairperson of the Board and one or more Vice
Chairpersons of the Board from among its members and shall designate, when
present, either the Chairperson of the Board, any Vice Chairperson or the
President of the Corporation to preside at its meetings.
SECTION 2. Number and Term. The board of directors shall consist of
such number of directors as established from time to time by resolution of the
board of directors approved by a majority of directors; provided that, the total
number of directors shall always be an odd number and not less than five (5) or
more than eleven (11). The board of directors shall be divided into three
classes as nearly equal in number as possible. The members of each class shall
be elected for a term of three years and until their successors are elected and
qualified. One class shall be elected by ballot
<PAGE> 4
annually. In the annual meeting of shareholders for the year 2000, the
shareholders shall elect all the directors for all three classes in a staggered
form, thus directors in one class shall be elected in that meeting for a term of
one year, others for a term of two years and the rest for a term of three years.
SECTION 3. Regular Meetings. All regular meetings of the board of
directors shall be held at the principal office of the Corporation or in any
other office of the Corporation within or without Puerto Rico or in any other
place selected by the board of directors as permitted by law. The board of
directors shall hold regular meetings monthly or as otherwise provided by law
and on all other occasions it may deems appropriate.
SECTION 4. Qualification. Each director shall be of legal age and a
majority of the directors shall be bona fide residents of Puerto Rico.
SECTION 5. Special Meetings. Special meetings of the board of directors
may be called by or at the request of the Chairperson of the Board, the
president or one-third of the directors, and at such place as the board of
directors shall designate.
SECTION 6. Notice. Written notice of any special meeting shall be given
to each director at least twenty-four (24) hours previous thereto if delivered
personally or by fax or telegram or at least five (5) days previous thereto if
delivered by mail at the address at which the director is most likely to be
reached. Such notice shall be deemed to be delivered when deposited in the U.S.
mail so addressed, with postage thereon prepaid if mailed or when delivered to
the telegraph company if sent by telegram. Any director may waive notice of any
meeting by a writing filed with the Secretary. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
meeting of the board of directors need be specified in the notice or waiver of
notice of such meeting.
SECTION 7. Quorum. A majority of the directors shall constitute a
quorum for the transaction of business at any meeting of the board of directors,
but if less than such majority is present at a meeting, a majority of the
directors present may adjourn and postpone the meeting without further notice,
provided that the adjourned meeting shall be held within eight (8) days after
the date for which the first meeting was called. If the adjourned meeting cannot
be held within that period, notice of the adjourned meeting to the directors
shall be made in accordance with Section 6 of this Article II.
SECTION 8. Telephonic Meetings Permitted. Members of the board of
directors, or any committee designated by the board of directors, may
participate in a meeting thereof by means of telephone conference or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in the meeting pursuant to this
Section 8 shall constitute presence in person at such meeting.
<PAGE> 5
SECTION 9. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless a greater number is prescribed by applicable laws or
regulations or by these By-laws.
SECTION 10. Resignation. Any director may resign at any time by sending
a written notice of such resignation to the principal office of the Corporation
addressed to the Chairperson of the Board or the President. Unless otherwise
specified therein, such resignation shall take effect upon receipt thereof by
the Chairperson of the Board or the President.
SECTION 11. Vacancies. Any vacancy occurring in the board of directors
may be filled by the affirmative vote of a majority of the remaining directors.
A director elected to fill a vacancy shall be elected to serve until the next
election of directors by the stockholders. Any directorship to be filled by
reason of an increase in the number of directors, may be filled by election by
the board of directors for a term of office continuing only until the next
election of directors by the stockholders.
SECTION 12. Compensation. Directors shall receive such reasonable
compensation as may be established from time to time by the board of directors
by resolution approved by an absolute majority thereof.
ARTICLE III
COMMITTEES
SECTION 1. Appointment. The board of directors, by resolution adopted
by a majority of the full board of directors, may, from time to time appoint,
any number of committees, composed of not less than three (3) directors and such
other administrative and executive officers as the board of directors may
determine.
SECTION 2. Authority. These committees shall and may exercise those
powers that the board of directors may so delegate and shall have the name or
names that from time to time the board of directors may determine by resolution.
SECTION 3. Appointment and Terms of Office. Members of the committees
shall be appointed by the board of directors annually. All members of the
committees shall serve at the pleasure of the board of directors.
SECTION 4. Quorum. A majority of the members of any committee shall
constitute a quorum. A majority of the votes cast shall decide every question or
matter submitted to a committee.
ARTICLE IV
OFFICERS
SECTION 1. Positions. The officers of the Corporation shall be a
President, one or more Vice Presidents, a Secretary and a Treasurer, each of
whom shall be elected by the board of directors. The board of directors may also
designate the Chairperson of the Board as an officer and any Assistant Secretary
of the Corporation or Assistant Treasurer of the Corporation it may deem
appropriate. The
<PAGE> 6
President shall be the Chief Executive Officer, unless the board of directors
designates the Chairperson of the Board as Chief Executive Officer. The offices
of the Secretary and Treasurer may be held by the same person and a Vice
President may also be either the Secretary or the Treasurer. The board of
directors may also elect or authorize the appointment of such other officers as
the business of the Corporation may require. The officers shall have such
authority and perform such duties as the board of directors may from time to
time authorize or determine. In the absence of action by the board of directors,
the officers shall have such powers and duties as generally pertain to their
respective offices.
SECTION 2. Election and Term of Office. The President, the Secretary
and the Treasurer of the Corporation shall be elected annually at the first
meeting of the board of directors held after the annual meeting of the
stockholders. If the election of officers is not held at such meeting, such
election shall be held as soon thereafter as possible and the President, the
Secretary and the Treasurer of the Corporation shall continue to hold their
respective office until said meeting is held. All other officers not elected at
the annual meeting shall continue to hold office until a successor has been duly
elected and qualified or until the officer's death, resignation or removal in
the manner hereinafter provided. Election or appointment of an officer, employee
or agent shall not of itself create contractual rights. The board of directors
may authorize the Corporation to enter into an employment contract with any
officer in accordance with regulations of the board of directors; but no such
contract shall impair the right of the board of directors to remove any officer
at any time in accordance with Section 3 of this Article IV.
SECTION 3. Removal. Any officer may be removed by the board of
directors whenever, in its judgment, the best interest of the Corporation will
be served thereby, but such removal, other than for cause, shall be without
prejudice to the contractual rights, if any, of the person so removed.
SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.
ARTICLE V
STOCK, STOCK CERTIFICATES AND THEIR TRANSFER
SECTION 1. Registered Shares. All shares of stock of the Corporation
shall be registered shares on the books of the Corporation. Notwithstanding the
above, a stockholder of the Corporation may request that the Corporation issue a
Certificate of Stock. In such circumstances the stock certificates shall conform
with section 3 of this Article V.
SECTION 2. Transfer. Shares of stock shall be transferable on the books
of the Corporation, and a transfer book shall be kept in which all transfer of
stock shall be recorded. Every person becoming a stockholder by such transfer
shall, in proportion to his or her shares, succeed to all rights and liabilities
of the prior holder of such shares.
SECTION 3. Stock Certificates. Certificates of stock shall bear the
signature of the Chairperson, the President or any Vice President (which may be
engraved, printed or impressed), and shall be signed manually or by facsimile
process by the Secretary or an Assistant Secretary, or
<PAGE> 7
any other officer appointed by the board of directors for that purpose, to be
known as an Authorized Officer, and the seal of the Corporation shall be
engraved thereon. Each certificate shall recite on its face that the stock
represented thereby, is transferable only upon the books of the Corporation
properly endorsed.
SECTION 4. Owner of Record, Attachment, Pledge. Shares of stock are
transferable by all means recognized by law, if there is no attachment levied
against them under competent authority, but as long as the transfer is not
signed and recorded in the transfer books the Corporation shall be entitled to
consider as owner thereof the party who appears as such in said books.
SECTION 5. Transfer Agent. The board of directors may designate any
person, whether or not an officer of the Corporation, as stock transfer agent or
registrar of the Corporation with respect to Stock Certificates or other
securities issued by the Corporation.
ARTICLE VI
CORPORATE SEAL
SECTION 1. Seal. The board of directors shall provide a suitable seal,
bearing the name of the Corporation, which shall be under the custody of the
Secretary.
ARTICLE VII
MISCELLANEOUS PROVISIONS
SECTION 1. Fiscal Year. The fiscal year of the Corporation shall be the
calendar year.
SECTION 2. Dividends. The board of directors may from time to time
declare, and the Corporation may pay dividends in cash or in shares of the
capital stock of the Corporation, in the manner and upon the terms and
conditions provided by applicable laws and regulations and the Corporation's
Articles of Incorporation.
SECTION 3. Conflict with New Laws. The provisions of these By-laws in
conflict with any and all new statutes shall become revoked without affecting
the validity of the remaining provisions hereof.
SECTION 4. Unforeseen Cases and Events. Should cases and events not
provided for in these By-Laws arise, the board of directors shall decide on the
proper action to be taken in accordance with the authority and powers vested
upon it by Law, the Articles of Incorporation and these By-Laws.
SECTION 5. Amendments. These By-Laws may be altered, amended or
repealed and new Bylaws may be adopted at any annual or special meeting of
stockholders in accordance with applicable provisions of law and of the
Corporation's Articles of Incorporation. Notwithstanding the above, the board of
the directors may supply any matters not covered by the By-Laws or amend the
ByLaws, adopting all such rules as may be necessary for the conduct of business
of the Corporation as circumstances may require, all such rules or amendments to
be submitted at the next regular meeting of stockholders for their ratification.
<PAGE> 1
EXHIBIT 3.3
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER dated as of September 14th , 1999, among
BANCO SANTANDER PUERTO RICO, a bank organized under the laws of the Commonwealth
of Puerto Rico (the "Commonwealth") (the "Bank"), SANTANDER INTERIM BANK, a bank
organized under the laws of the Commonwealth for the sole purpose of
consummating the transactions provided for herein (the "Interim Bank") and
SANTANDER BANCORP, a corporation organized under the laws of the Commonwealth to
serve as the bank holding company (the "Holding").
WHEREAS, the Bank is a bank organized under the Banking Law of the
Commonwealth, Act No. 55 of May 12, 1933, as amended (the "Banking Law"), with
its principal office and place of business at 207 Ponce de Leon Avenue, San
Juan, Puerto Rico, with an authorized capital of 200,000,000 shares of common
stock, par value $2.50 per share and 10,000,000 shares of preferred stock, par
value $25.00 per share;
WHEREAS, the Interim Bank is a bank organized under the Banking Law,
with its principal office at the same address as that of Bank, with an
authorized capital of 1,000,000 shares of common stock, par value $1.00 per
share, with all of the shares of capital stock of the Interim Bank to be issued
prior to the consummation of the transactions described herein to be held by the
Holding; and
WHEREAS, the Holding is a general business corporation organized under
the laws of the Commonwealth, with its principal office at the same address as
that of Bank, and having an authorized capital of 200,000,000 shares of common
stock, par value $2.50 per share and 10,000,000 shares of Preferred Stock, par
value $25.00 per share, of which 4,000 shares of common stock have been issued
to Administracion de Bancos Latinoamericanos, S.L. and are currently
outstanding; and
WHEREAS, the Bank, the Interim Bank and the Holding desire to establish
a bank holding company structure and in order to implement that desire, the
Boards of Directors of the Bank, the Interim Bank and the Holding have each
respectively agreed unanimously to a merger of the Interim Bank into the Bank
(the "Merger") and the issuance of shares of Holding's common stock as
consideration for value received by Holding from the Merger;
NOW, THEREFORE, in consideration of the premises, the Bank, the Interim
Bank and the Holding hereby make this Agreement and prescribe the terms and
conditions of the Merger and the mode of carrying it into effect, including the
rights and obligations of Holding in connection therewith, as follows:
<PAGE> 2
ARTICLE I
DEFINITION
Section 1.01 Definitions. The following terms, as used herein, have the
following respective meanings:
"Ablasa" means Administracion de Bancos Latinoamericanos, S.L. a
subsidiary of Banco Santander Central Hispano, S.A.
"Bank" means Banco Santander Puerto Rico prior to the Effective Date.
"Bank Shares" means the shares of common stock of the Bank, par value
$2.50 per share.
"Commissioner" means the Commissioner of Financial Institutions of the
Commonwealth.
"Continuing Bank" means Banco Santander Puerto Rico on and after the
Effective Date.
"Dissenting Shares" shall have the meaning set forth in Section 6.01.
"Effective Date" shall have the meaning set forth in Section 4.02.
"Exercise" shall have the meaning set forth in Section 2.03.
"FDIC" means the Federal Deposit Insurance Corporation.
"Federal Reserve Board" means the Board of Governors of the Federal
Reserve System.
"Holding" means Santander BanCorp, a general business corporation
organized under the laws of the Commonwealth and a wholly owned
subsidiary of Ablasa prior to the Effective Date.
"Holding Shares" means the shares of common stock of the Holding, par
value $2.50 per share.
"Interim Bank" means Santander Interim Bank, a bank organized under the
Banking Law for the sole purpose of consummating the transactions
provided for herein.
"Preferred Shares" means the shares of the Bank's 7% Noncumulative
Perpetual Monthly Income Preferred Stock, Series A.
"Proxy/Offering Circular" shall have the meaning set forth in Section
3.04(a).
"Regulatory Approvals" shall have the meaning set forth in Section
3.03.
<PAGE> 3
ARTICLE III
THE MERGER
Section 2.01 Merger. On the Effective Date, the Interim Bank shall be
merged into the Bank and the Bank (hereinafter referred to as the "Bank" prior
to the Effective Date and as the "Continuing Bank" on or after the Effective
Date) shall receive into itself the Interim Bank pursuant to the provisions of
and with the effects provided in Section 15 of the Banking Law.
Section 2.02 Conversion. Upon the Effective Date:
(a) Each Bank Share issued and outstanding immediately
prior to the Effective Date shall, without any further action on the
part of the Bank, the Interim Bank, the Holding, or any other person,
constitute and be converted into and there shall be allocated to the
record holder thereof a Holding Share.
(i) Such conversion and allocation shall not in
any way preclude or prevent any such holder from exercising
his or her statutory right to dissent from the Merger and to
receive from the Continuing Bank payment of the value of his
or her Bank Shares and such other rights and benefits as are
provided by law.
(ii) On the Effective Date, each outstanding
certificate which theretofore had represented Bank Shares,
shall henceforward be deemed for all corporate purposes as
evidence of the ownership of an equal number of Holding Shares
into which the Bank Shares have been so converted.
(b) Each share of the Holding issued prior to the
Effective Date shall be redeemed by the Holding at its par value on the
Effective Date pursuant to an agreement by and between the Holding and
Ablasa to that effect.
(c) Each share of common stock of the Interim Bank issued
on the Effective Date shall without any further action on the part of
the Bank, the Interim Bank, the Holding, or any other person constitute
and be converted into the right to receive $1.00 from the Continuing
Bank and such sums shall be delivered to the record holder thereof.
(d) On the Effective Date, the Continuing Bank shall
issue to the Holding the same number of shares of its common stock as
are issued and outstanding as of the Effective Date.
Section 2.03 Certificate After the Effective Date.
(a) Upon the Effective Date, each outstanding certificate
that prior to the Effective Date had represented Bank Shares shall
henceforward be deemed for all corporate purposes as evidence of the
ownership of Holding Shares.
<PAGE> 4
(b) At any time after the Effective Date, any holder of
one or more of the certificates that prior to the Effective Date had
represented Bank Shares may surrender such certificate or certificates
in proper form to the Holding or to its transfer agent and receive in
exchange therefor a certificate or certificates (as the holder
requests) bearing the name and representing an identical number of
Holding Shares.
Section 2.04 Stock Options.
(a) The Bank's 1999 Stock Option Plan shall be deemed
amended as of the Effective Date in order to make reference to the
issuance of Holding Shares instead of Bank Shares.
(b) At the Effective Date, each outstanding option to
purchase shares of the Bank under the Bank's 1999 Stock Option Plan, if
any, will be assumed by the Holding. Each such option will be
exercisable in accordance with its existing terms for the same number
of shares of the Holding as the number of shares of the Bank subject to
such option.
Section 2.05 Effects of the Merger. Upon the Effective Date:
(a) The name of the Continuing Bank shall be Banco
Santander Puerto Rico. The main office, principal place of business,
officers and other personnel of the Continuing Bank shall be the same
as the main office, principal place of business, officers and other
personnel of the Bank immediately prior to the Effective Date;
(b) The articles of incorporation of the Continuing Bank
shall be the articles of incorporation of the Bank, and the by-laws of
the Continuing Bank shall be the by-laws of the Bank;
(c) The Bank and the Interim Bank shall be considered as
one sole corporate entity under the name of the Continuing Bank, and
the Continuing Bank shall thenceforth enjoy all the rights, privileges
and franchises and shall be subject to all the restrictions,
obligations and duties of the Bank and the Interim Bank, except for the
alterations provided herein;
(d) Each and all the property, shares, rights,
franchises, powers and privileges of the Bank and the Interim Bank
shall become the property of the Continuing Bank, and the Continuing
Bank shall have, as regards such property, shares, rights, franchises,
powers and privileges, the same rights as the Interim Bank and the Bank
each possessed;
(e) The Continuing Bank shall assume each and every
obligation of the Bank and the Interim Bank and shall have all the
obligations and shall be liable for all debts and the fulfillment of
all contracts and obligations of the Bank and the Interim Bank, just as
they were prior to the Effective Date. Any reference to the Bank or the
Interim Bank in any contract, will or document, whether executed or
taking effect before or after the Merger, shall
<PAGE> 5
be considered a reference to the Continuing Bank if not inconsistent
with the other provision of the contract, will or document. The
stockholders of the Bank and the Interim Bank shall continue to be
subject to the same obligations, claims and demands as existed against
them, if any, on or before the Effective Date;
(f) All suits, actions or other proceedings pending in
any court on the Effective Date shall continue to their termination
just as if no merger had taken place; provided, however, that the
Continuing Bank may be substituted in place of either the Bank or the
Interim Bank by order of the court taking cognizance of the
proceedings;
(g) The directors of the Continuing Bank shall consist of
the directors of the Bank on and as of the Effective Date (the names
and addresses of the current directors of the Bank as of the date
hereof are listed in Appendix I attached hereto), which directors shall
hold office in the Continuing Bank, unless sooner removed or
disqualified, until their successors are elected at the next annual
meeting of the stockholders of the Continuing Bank or are appointed in
accordance with the by-laws of the Continuing Bank and have qualified;
(h) The directors of the Holding shall consist of the
directors of the Bank on and as of the Effective Date (the names and
addresses of the current directors of the Bank as of the date hereof
are listed in Appendix I attached hereto), which directors shall hold
office in the Holding, unless sooner removed or disqualified, until
their successors are elected at the next annual meeting of the
stockholders of the Holding or are appointed in accordance with the
by-laws of the Holding and have qualified;
(i) All deposit accounts of the Bank shall be and will
become deposits in the Continuing Bank without change in their
respective terms, interest rates, maturities, minimum required balances
or withdrawal rates. After the Effective Date, the Continuing Bank will
continue to issue deposit accounts on the same basis as the Bank
immediately prior to the Effective Date; and
(j) All Preferred Shares shall continue to be issued and
outstanding and be held by holders of said shares prior to the
Effective Date. The Merger shall have no effect in the ownership of the
Preferred Shares nor in the amount of Preferred Shares issued and
outstanding.
ARTICLE III
UNDERTAKINGS
Section 3.01. Bank Stockholder Approval. The Bank undertakes to submit
this Agreement for consideration to its shareholders at a meeting called for
this purpose pursuant to Section 15(b) of the Banking Law, or in any other
manner permitted by law. Without limiting the preceding sentence, the Bank
agrees (unless such action is not required by law):
(a) To send to the post-office address of each of the
holders of issued and
<PAGE> 6
outstanding Bank Shares written notice of such meeting not less than
thirty days prior to the date fixed for the meeting. The notice shall
specify the place and purpose of the meeting at which this Agreement
will be considered;
(b) To hold a vote of the shareholders at said meeting,
in which each Bank Shares shall entitle each holder thereof to one vote
to be cast by the stockholder himself or by proxy;
(c) To cause its secretary to certify under seal of the
Bank that (i) this Agreement has been approved by the vote of the
directors of the Bank, and (ii) this Agreement has been approved by the
votes of at least two-thirds of the Bank Shares; and
(d) To submit the Agreement as certified pursuant to
subsection (c) of this Section 3.01 to the Commissioner for his
approval or disapproval.
Section 3.02. Interim Bank Stockholder Approval. The Holding will vote
all of its shares of common stock of the Interim Bank in favor of the approval
of this Agreement.
Section 3.03 Regulatory Approvals. Each of the Holding, the Bank and
the Interim Bank shall (i) proceed expeditiously and cooperate fully in
determining which filings are required to be made prior to the Effective Date
with, and which consents, approvals, permits or authorizations are required to
be obtained prior to the Effective Date from governmental or regulatory
authorities of the Commonwealth and the United States (collectively, the
"Regulatory Approvals") in connection with the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby; and (ii)
timely makes all such filings and timely seek all Regulatory Approvals; and take
all other action and do all things necessary, prior or appropriate to consummate
and make effective all transactions contemplated by this Agreement as soon as
possible.
Section 3.04 Securities Matters.
(a) The Bank undertakes to prepare and file promptly a
proxy/offering circular (the "Proxy/Offering Circular") which complies
with the requirements of the Securities Exchange Act of 1934 and the
rules and regulations promulgated thereunder by the FDIC, and which
complies will all applicable federal, state and Puerto Rico law
requirements for the purpose of submitting this Agreement to its
shareholders for approval, ratification and confirmation; and
(b) The Holding and the Bank shall each provide promptly
to the other such information concerning its business and financial
condition and affairs as may be required or appropriate for inclusion
in the Proxy/Offering Circular and shall cause its counsel and auditors
to cooperate in the preparation of the Proxy/Offering Circular, and the
Bank shall distribute the Proxy/Offering Circular to the Bank's
shareholders in accordance with applicable federal and state law
requirements.
<PAGE> 7
Section 3.05 Other Undertakings. If at any time (whether before or
after the Effective Date) the Bank or the Continuing Bank considers that any
further assignments, conveyances or assurances in law are necessary or desirable
to vest, perfect or confirm of record in the Continuing Bank the title to any
property or rights of the Bank or the Interim Bank, or otherwise to carry out
the provisions hereof, the Bank and the Interim Bank hereby undertake through
their proper officers and directors to execute and deliver immediately any and
all proper deeds, assignments and assurances on law, and to do all things
necessary or proper to vest, perfect or confirm title to such property or rights
in the Continuing Bank and otherwise to carry out the provisions hereof.
ARTICLE IV
CONDITIONS PRECEDENT
Section 4.01 Conditions Precedent to the Merger. The consummation of
the Merger contemplated by this Agreement is subject to the satisfaction of the
following conditions:
(a) The votes of at least two thirds (2/3) of the issued
and outstanding Bank Shares shall have been cast (whether cast by
holders of such shares in person or by proxy) in favor of this
Agreement at a meeting of the Bank's stockholders called pursuant to
Section 3.01;
(b) All Regulatory Approvals (or waiver or exemption
therefrom) and satisfaction of all other requirements prescribed by law
which are necessary to the consummation of the transactions
contemplated by this Agreement shall have been obtained and all
statutory waiting periods shall have expired, without the imposition of
any condition or requirements that would materially and adversely
affect the operations or business prospects of the Holding or the
Continuing Bank following the Effective Date so as to render
inadvisable the consummation of such transaction.
(c) The Bank shall have received a ruling or rulings from
the appropriate tax authorities and/or an opinion letter from Fiddler
Gonzalez & Rodriguez, LLP, counsel to the Bank, satisfactory to the
Bank in form and substance, with respect to the Puerto Rico and United
States income tax consequences of the Merger;
(d) The Holding Shares shall have been approved for
listing by the New York Stock Exchange.
Section 4.02 Effective Date. The Merger provided for herein shall
become effective on the date (the "Effective Date") as soon as practicable after
each condition precedent listed in Section 4.01 shall have been satisfied. The
Merger shall become effective at the time this Agreement is properly perfected
and filed in accordance with the Banking Law.
<PAGE> 8
ARTICLE V
TERMINATION AND DEFERRAL
Section 5.01 Termination of the Merger. Prior to the Effective Date,
this Agreement may be terminated at any time by written notice by either the
Bank or the Interim Bank to the other that its Board of Directors is of the
opinion that:
(a) The number of Bank Shares that voted against approval
of this Agreement, the number of Bank Shares with respect to which the
holders thereof recorded their opposition to the Merger or the number
with respect to which demand for payment of shares has been made is
such that the consummation of the Merger is, in the sole opinion of
such Board of Directors, inadvisable,
(b) Any action, suit, proceeding, or claim is commenced
or threatened or any claim is made that could make consummation of the
Merger, in the sole opinion of such Board of Directors, inadvisable;
(c) It is likely that a Regulatory Approval, in the sole
opinion of such Board of Directors, will not be obtained, or if
obtained, will contain or impose any condition or requirement that
would materially and adversely affect the operations or business
prospects of the Holding or the Continuing Bank following the Effective
Date so as to render inadvisable the consummated of the Merger; or
(d) Any other reason exists that makes consummation of
the Merger in the sole opinion of such Board of Directors, inadvisable.
Upon such determination, this Agreement shall be void and there shall
be no liability hereunder or on account of such termination on the part of the
Bank, the Interim Bank, Holding, or the directors, officers, employees, agents
or stockholders or any of them, except that in such event the Bank will pay fees
and expenses incurred by itself, the Interim Bank and Holding in connection with
the proposed reorganization.
Section 5.02 Deferral of Effective Date. Consummation of the Merger
herein provided may be deferred by the Board of Directors of the Bank for a
reasonable period of time if the Board of Directors determines, in its sole
discretion, that such deferral would be in the best interest of the Bank and the
shareholders of the Bank.
ARTICLE VI
APPRAISAL RIGHTS
Section 6.01 Dissenters' Rights. Any stockholder of the Bank who
complies with all applicable provisions of law, including without limitation
Section 15(i) of the Banking Law, shall be entitled to receive the value of the
Bank Shares held by such stockholder as provided by Section
<PAGE> 9
15(i) of the Banking Law, provided that:
(a) Any Bank Shares held by a holder who has demanded
appraisal of this Bank Shares and as of the Effective Date has neither
effectively withdrawn not lost his right to such appraisal (the
Dissenting Shares") shall not be converted in the manner set forth in
Section 2.02, but the holder thereof shall only be entitled to such
rights as are granted by the Banking Law.
(b) Notwithstanding the provisions of paragraph (a) of
this Section 6.01, if any holder of Dissenting Shares shall effectively
withdraw or lose (through failure to perfect or otherwise) his right to
appraisal, then as of the Effective Date or the occurrence of such
event, whichever later occurs, such Dissenting Shares shall
automatically be converted as provided in Section 2.02.
ARTICLE VII
MISCELLANEOUS
Section 7.01 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth.
Section 7.02 Amendment. This Agreement and the Exhibits hereto may be
amended by the parties hereto, by action taken by or on behalf of their
respective Board of Directors at any time before or after approval by the
stockholder of the parties; provided, however that after such approval, no
amendment, modification or waiver shall affect the consideration to be received
by any party or their respective shareholders. Any such amendment, modification
or waiver must be by an instrument in writing and signed on behalf of each of
the partes.
IN WITNESS WHEREOF, the Bank, the Interim Bank and the Holding have
caused this Agreement to be executed in multiple copies, by their duly
authorized officers, and have caused their corporate seals to be hereto affixed,
as of the date first above written.
BANCO SANTANDER PUERTO RICO
By: /s/ Benito Cantalapiedra
----------------------------------------
Name: Benito Cantalapiedra
Title: President and CEO
By: /s/ Jose Gonzalez de Castejon
----------------------------------------
Name: Jose Gonzalez de Castejon
Title: Executive Vice President and CFO
<PAGE> 10
SANTANDER INTERIM BANK
By: /s/ Cesar Criado Jimenez
----------------------------------------
Name: Cesar Criado Jimenez
Title: President
By: /s/ Maria Calero Padron
----------------------------------------
Name: Maria Calero Padron
Title: Vice President & Treasurer
SANTANDER BANCORP
By: /s/ Cesar Criado Jimenez
----------------------------------------
Name: Cesar Criado Jimenez
Title: President
By: /s/ Maria Calero Padron
----------------------------------------
Name: Maria Calero Padron
Title: Vice President & Treasurer
<PAGE> 11
APPENDIX I
DIRECTORS OF THE CONTINUING BANK AFTER THE EFFECTIVE DATE
<TABLE>
<CAPTION>
Name: Position: Address:
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Benito Cantalapiedra Director and Chairman San Juan, Puerto Rico
Jose Gonzalez de Castejon Director and Vice Chairman San Juan, Puerto Rico
Manuel Correa Calzada, Esq. Director San Juan, Puerto Rico
Cesar Criado Jimenez Director San Juan, Puerto Rico
Carmen Ana Culpeper Director San Juan, Puerto Rico
Gonzalo de las Heras Director New York, New York
Pablo Pardo Director San Juan, Puerto Rico
Richard Reiss Huyke Director San Juan, Puerto Rico
Roberto H. Valentin Director Guaynabo, Puerto Rico
DIRECTORS OF HOLDING AFTER THE EFFECTIVE DATE
Benito Cantalapiedra Director and Chairman San Juan, Puerto Rico
Jose Gonzalez de Castejon Director and Vice Chairman San Juan, Puerto Rico
Manuel Correa Calzada, Esq. Director San Juan, Puerto Rico
Cesar Criado Jimenez Director San Juan, Puerto Rico
Carmen Ana Culpeper Director San Juan, Puerto Rico
Gonzalo de las Heras Director New York, New York
Pablo Pardo Director San Juan, Puerto Rico
Richard Reiss Huyke Director San Juan, Puerto Rico
Roberto H. Valentin Director Guaynabo, Puerto Rico
</TABLE>
