BANPONCE CORP
8-K, 1994-12-22
STATE COMMERCIAL BANKS
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C.  20549


                                    FORM 8-K

                                 CURRENT REPORT


                    Pursuant to Section 13 or 15 (d) of the
                        Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported):   December 15, 1994
                                                         -----------------

                                 BanPonce Corporation                        
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



  Commonwealth of Puerto Rico           No. 0-13818             No. 66-0416582
  ---------------------------           -----------             --------------
(State or other jurisdiction of         (Commission            (IRS Employer
          incorporation)                File number)         Identification No.)


             209 Munoz Rivera Avenue                   
              Hato Rey, Puerto Rico                             00918   
 -----------------------------------------------             -----------
     (Address of principal executive offices)                 (Zip code)

                                                       
Registrant's telephone number, including area code:   (809) 765-9800
                                                      --------------

         -------------------------------------------------------------   
         (Former name or former address, if changed since last report)
<PAGE>   2


Item 5      Other Events

       On December 15, 1994, BanPonce Corporation (the "Corporation") announced
that its Board of Directors had authorized the repurchase of up to one million
shares of the Corporation's outstanding common stock, $6.00 par value.  The
repurchases will be made in the open market at such times and prices as market
conditions shall warrant.  A copy of the Corporation's release, dated December
15, 1994, announcing the repurchase program is attached hereto as Exhibit 99(a)
and is hereby incorporated by reference.



Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits

       (c) Exhibits

       99(a) Press release, dated December 15, 1994, announcing the repurchase
program of up to one million shares of the outstanding common stock of BanPonce
Corporation.
<PAGE>   3

                                   SIGNATURE


       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.


                                                BANPONCE CORPORATION
                                                  (Registrant)
                                    
                                    
                                    
Date:  December 22, 1994                        By:     S\ ORLANDO BERGES      
                                                     --------------------------
                                                Name:  Orlando Berges
                                                Title: Senior Vice President
                                                       and Comptroller 
                                                                       

<PAGE>   4


                                 Exhibit Index


<TABLE>
<CAPTION>
Exhibit Number            Description
- --------------            -----------
<S>                       <C>
99(a)                     Press Release, dated December 15, 1994
</TABLE>
                                       

<PAGE>   1

BANPONCE CORPORATION


                                                                   Exhibit 99(a)

December 15, 1994

                                                                   PRESS RELEASE


BANPONCE MAY REPURCHASE UP TO 1 MILLION SHARES OF COMMON STOCK

       Mr. Richard L. Carrion, Chairman of the Board, President and Chief
Executive Officer of BanPonce Corporation, announced today that the Board of
Directors has authorized the Corporation's repurchase of up to 1 million
shares, par value $6.00 per share, of the outstanding common stock of the
Corporation.

       The repurchase would be made in the open market at such times and prices
as market conditions shall warrant.

       Mr. Carrion explained that the repurchase program is being implemented
because Management and the Board of Directors believe that due to current
market conditions the price of the common stock represents a good investment
for the Corporation.

       The 1 million shares authorized to be repurchased constitute 3.05% of
the 32,838,128  shares of BanPonce common stock currently outstanding.

       As of September 30, 1994, BanPonce Corporation's Tier 1 Capital Ratio
was 12.90%, Total Capital was 14.31% and the Leverage Ratio was 7.56%.
Assuming that 1 million shares of common stock of the Corporation were
repurchased, the ratios specified as of September 30, 1994, would have been
adjusted as follows:  the Tier 1 Capital Ratio would be 12.54%, the total
Capital Ratio would be 13.95% and the Leverage Ratio would be 7.34%.

       For further information, please contact Mr. David H. Chafey, Jr.,
Executive Vice President & Chief Financial Officer, at telephone 
(809) 751-4566.


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