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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. _____________)*
BANPONCE CORPORATION
(Name of Issuer)
COMMON
(Title of Class of Securities)
066702-10-1
(CUSIP Number)
Check the following box if a fee is being paid with this statement. (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7)
*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 the disclosures provided in a prior cover page.
The information required in 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).
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1 Name of Reporting Person S.S. or I.R.S. Identification No. of
Above Person Banco Popular as Trustee for the Banco Popular
de P. R. Deferred Compensation Plan TIN #66-6010015
2 Check the Appropriate Box if a Member of A Group*
(a) ______ (b) ____
3 SEC Use Only
4 Citizenship or Place of Organization
Number of 5 Sole Voting Power
Shares 1,330,348
Beneficially 6 Shared Voting Power
Owned by
Each 7 Sole Dispositive Power
1,330,348
Reporting
Person 8 Shared Dispositive Power
With
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,330,348 as of 12-31-93
10 Check Box if the Aggregate Amount in row (9) Excludes Certain Shares*
11 Percent of Class Represented by Amount in Row 9
4.064%
12 Type of Reporting Person*
* SEE INSTRUCTION BEFORE FILING OUT
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CUSIP NO. 066702-10-1 13G Page 2 of 7 Pages
1 Name of Reporting Person S.S. or I.R.S. Identification No. of
Above Person Banco Popular as Trustee for the Banco Popular
de P. R. Deferred Compensation Plan TIN #66-6010016
2 Check the Appropriate Box if a Member of A Group*
(a) ______ (b) ____
3 SEC Use Only
4 Citizenship or Place of Organization
Number of 5 Sole Voting Power
Shares 1,418,215
Beneficially 6 Shared Voting Power
Owned by
Each 7 Sole Dispositive Power
1,418,215
Reporting
Person 8 Shared Dispositive Power
With
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,418,215 as of 12-31-93
10 Check Box if the Aggregate Amount in row (9) Excludes Certain Shares*
11 Percent of Class Represented by Amount in Row 9
4.33%
12 Type of Reporting Person*
EP
* SEE INSTRUCTION BEFORE FILING OUT
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INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
(1) Names and Social Security Numbers of Reporting Persons-Furnish the
full legal name of each person for whom the report is filed-i.e., each
person required to sign the schedule itself-including each member of a
group. Do not include the name of a person required to be identified
in the report but who is not a reporting person. Reporting persons
are also requested to furnish their Social Security or I.R.S.
identification numbers, although disclosure of such numbers is
voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH
SCHEDULE 13G" below).
(2) If any of the shares beneficially owned by a reporting person are held
as a member of a group and such membership is expressly affirmed,
please check row 2(a). If the membership in a group is disclaimed or
the reporting person describes a relationship with other persons but
does not affirm the existence of a group, please check row 2(b)
(unless a joint filing pursuant to Rule 13d-1(e)(1) in which case it
may not be necessary to check row 2(b)).
(3) The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of Organization - Furnish citizenship if the
named reporting person is a natural person. Otherwise, furnish place
of organization.
(5)- (9),(11)Aggregate Amount Beneficially Owned By Each Reporting Person,
Etc. - Rows (5) through (9) inclusive, and (11) are to be completed in
accordance with the provisions of Item 4 of Schedule 13G. All
percentages are to be rounded off to the nearest tenth (one place
after decimal point).
(10) Check if the aggregate amount reported as beneficially owned in row
(9) does not include shares as to which beneficial ownership is
disclaimed pursuant to Rule 13d-4 (17 CFR 240,13d-4) under the
Securities Exchange Act of 1934.
(12) Type of Reporting Person-Please classify each "reporting person"
according to the following breakdown (see Item 3 of Schedule 13G) and
place the appropriate symbol on the form:
<TABLE>
<CAPTION>
CATEGORY SYMBOL
<S> <C>
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund,
or Endowment Fund EP
Parent Holding Company HC
Corporation CO
Partnership PN
Individual IN
Other OO
</TABLE>
Notes:
Attach as may copies of the second part of the cover page as are
needed, one reporting person per page. Filing persons may, in order
to avoid unnecessary duplication, answer items on the schedules
(Schedule 13D, 13G or 14D-1) by appropriate cross references to an
item or items on the cover page(s). This approach may only be used
where the cover page item or items provide all the disclosure required
by the schedule item. Moreover, such a use of a cover page item will
result in the item becoming a part of the schedule and accordingly
being considered as "filed" for purposes of Section 18 of the
Securities Exchange Act or otherwise subject to the liabilities of
that section of the Act.
Reporting persons may comply with their cover page filing requirements
by filing either completed copies of the blank forms available from
the Commission, printed or typed facsimiles, or computer printed
facsimiles, provided the documents filed have identical formats to the
forms prescribed in the Commission's regulations and meet existing
Securities Exchange Act rules as to such matters as clarity and size
(Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of
1934 and the rules and regulations thereunder, the Commission is
authorized to solicit the information required to be supplied by this
schedule by certain security holders of certain issuers.
Disclosure of the information specified in this schedule in mandatory,
except for Social Security or I.R.S. identification numbers,
disclosure of which is voluntary. The information will be used for
the primary purpose of determining and disclosing the holdings of
certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any
information given will be available for inspection by any member of
the public.
Because of the public nature of the information, the Commission can
utilize it for a variety of purposes, including referral to other
governmental authorities or securities self-regulatory organizations
for investigatory purposes or in connection with litigation involving
the Federal securities laws or other civil, criminal or regulatory
statutes or provisions. Social Security or I.R.S. identification
numbers, if furnished, will assist the Commission in identifying
security holders and, therefore, in promptly processing statements of
beneficial ownership of securities.
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Failure to disclose the information requested by this schedule, except
for Social Security or I.R.S. identification numbers, may result in
civil or criminal action against the persons involved for violation of
the Federal securities laws and rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements containing the information required by this schedule shall
be filed not later than February 14 following the calendar year
covered by the statement or within the time specified in Rule
13d-1(b)(2), if applicable.
B. Information contained in a form which is required to be filed by rules
under section 13(f) (15 U.S.C. 78m (f)) for the same calendar year as
that covered by a statement on this schedule may be incorporated by
reference in response to any of the items of this schedule. If such
information is incorporated by reference in this schedule, copies of
the relevant pages of such form shall be filed as an exhibit to this
schedule.
C. The item numbers and captions of the items shall be included but the
text of the items is to be omitted. The answers to the items shall be
so prepared as to indicate clearly the coverage of the items without
referring to the text of the items. Answer every item. If an item is
inapplicable or the answer is in the negative, so state.
<TABLE>
<S> <C>
Item 1.
(a) Name of Issuer BanPonce Corporation
(b) Address of Issuer's Principal Executive Offices G.P.O. Box 36-2708, San Juan, P. R. 00936-2708
Item 2.
(a) Name of Person Filing Banco Popular as Trustee for the Banco Popular de Puerto Rico Retirement
and Deferred Compensation Plans
(b) Address of Principal
Business Office or if none, Residence G.P.O. Box 36-2708, San Juan, Puerto Rico 00936-2708
(c) Citizenship San Juan, Puerto Rico
(d) Title of Class of Securities Common
(e) CUSIP Number 066702-10-1
Item 3.
(a) Broker or Dealer registered under Section 15 of the Act
(b) Bank as defined in section 3(a)(6) of the Act
(c) Insurance Company as defined in section 3(a)(19) of the act
(d) Investment Company registered under section 8 of the Investment Company Act
(e) Investment Adviser registered under section 203 of the Investment Advisers Act of 1940
(f) Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see 240,13d-1(b)(1)(ii)(F)
(g) Parent Holding Company, in accordance with 240. 13d-1(b)(e)(ii)(G). (Note: See Item 7)
(h) Group, in accordance with 240,13d-1(b)(1)(ii)(H)
Item 4. Ownership
If the percent of the class owned, as of December 31 of the year covered by the statement, or as of the last day of any
month described in Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the following information as of that date
and identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned 2,748,563.
(b) Percent Class 8.397%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 2,748,563
(ii) shared power to vote or to direct the vote
(iii)sole power to dispose or to direct the disposition of 2,748,563.
(iv) shared power to dispose or to direct the disposition of
</TABLE>
Instructions: For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(1)
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 .
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Instructions: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power
to direct the receipt to dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of
the shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of employee
benefit plan, pension fund or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the
identification of the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H),
so indicate under Item 3(h) and attach an exhibit stating the identity
and Item 3 classification of each member of the group. If a group has
filed this schedule pursuant to Rule 13d-1(c), attach an exhibit
stating the identity of each member of the group.
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings with
respect to transactions in the security reported on will be filed, if
required, by members of the group, in their individual capacity. See
Item 5.
Item 10. Certifications.
The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(b): By signing below I certify that, to
the best of my knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction
having such purposes or effect.
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.
February 10, 1993
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Date
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Signature
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by this authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statements shall be typed
or printed beneath his signature.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission.
Attention: Intentional misstatement or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
