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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): August 19, 1996
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BanPonce Corporation
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(Exact name of registrant as specified in its charter)
Commonwealth of Puerto Rico No. 0-13818 No. 66-0416582
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(State or other jurisdic- (Commission (IRS employer
tion of incorporation) File Number) Identification No.)
209 Munoz Rivera Avenue
Hato Rey, Puerto Rico 00918
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (809) 765-9800
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(Former name or former address, if changes since last report)
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Item 5. Other Events
BanPonce Financial Corp., an indirect, wholly owned subsidiary of
BanPonce Corporation and a co-registrant therewith with respect to a
Registration Statement filed on Form S-3 (No. 33-61601), has amended and
restated its certificate of incorporation, decreasing its authorized capital
stock from 10,000 shares of Common Stock and 10,000,000 shares of Preferred
Stock to 10,000 shares of Common Stock, par value $1 per share, and 1,000 shares
of Preferred Stock, par value $.01 per share.
Item 7. Financial Statements and Exhibits
(4)(c) Amended and Restated Certificate of
Incorporation of BanPonce Financial Corp.
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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: August 30, 1996 By: /s/ Larry B. Kesler
Name: Larry B. Kesler
Title: Executive Vice President
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Exhibit 4(c)
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
BANPONCE FINANCIAL CORP.
BANPONCE FINANCIAL CORP., a Delaware corporation, hereby certifies
as follows:
FIRST. The name of the corporation is BanPonce
Financial Corp. The date of filing of its original certifi-
cate of incorporation with the Secretary of State was
April 11, 1991.
SECOND. This restated certificate of incorporation amends, restates
and integrates the provisions of the certificate of incorporation of said
corporation and has been duly adopted in accordance with the provisions of
Sections 242 and 245 of the General Corporation Law of the State of Delaware by
written consent of the holder of all of the outstanding stock entitled to vote
thereon in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware.
THIRD. The text of the certificate of incorpora-
tion is hereby amended and restated to read herein as set
forth in full:
"FIRST. The name of the corporation is BanPonce
Financial Corp.
SECOND. The address of the corporation's
registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street in the
City of
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Wilmington, County of New Castle. The name of
its registered agent at such address is The
Corporation Trust Company.
THIRD. The purpose of the corporation is to
engage in any lawful act or activity for which corpora-
tions may be organized under the General Corporation
Law of Delaware.
FOURTH. The total number of shares of all classes of stock which the
corporation shall have authority to issue is 11,000, of which 10,000
shares of the par value of $1.00 per share shall be designated as Common
Stock and 1,000 shares of the par value of $.01 per share shall be
designated as Preferred Stock. Shares of Preferred Stock may be issued in
series from time to time by the board of directors, and the board of
directors is expressly authorized to fix by resolution or resolutions the
designations and the powers, preferences and rights, and the qualifica-
tions, limitations and restrictions thereof, of the shares of each series
of Preferred Stock, including without limitation the following:
(a) the distinctive serial designation of
such series which shall distinguish it from other
series;
(b) the number of shares included in such series, which number
may be increased or decreased from time to time unless otherwise
provided by the
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board of directors in the resolution or
resolutions providing for the issue of such series;
(c) the dividend rate (or method of determining such rate)
payable to the holders of the shares of such series, any conditions
upon which such dividends shall be paid and the date or dates upon
which such dividends shall be payable;
(d) whether dividends on the shares of such series shall be
cumulative and, in the case of shares of any series having
cumulative dividend rights, the date or dates or method of
determining the date or dates from which dividends on the shares of
such series shall be cumulative;
(e) the amount or amounts which shall be payable out of the
assets of the corporation to the holders of the shares of such
series upon voluntary or involuntary liquidation, dissolution or
winding up the corporation;
(f) the price or prices at which, the period or periods within
which and the terms and conditions upon which the shares of such
series may be redeemed, in whole or in part, at the option of the
corporation or at the option of the holder or holders thereof or
upon the happening of a specified event or events;
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(g) the obligation, if any, of the corporation to purchase or
redeem shares of such series pursuant to a sinking fund or otherwise
and the price or prices at which, the period or periods within which
and the terms and conditions upon which the shares of such series
shall be redeemed or purchased, in whole or in part, pursuant to
such obligation;
(h) whether or not the shares of such series shall be
convertible or exchangeable, at any time or times at the option of
the holder or holders thereof or at the option of the corporation or
upon the happening of a specified event or events, into shares of
any other class or classes or any other series of the same or any
other class or classes of stock of the corporation, and the price or
prices or rate or rates of exchange or conversion and any
adjustments applicable thereto; and
(i) the voting rights, if any, of the holders of the shares
of such series.
FIFTH. The board of directors of the
Corporation is expressly authorized to adopt, amend or repeal by-laws of
the Corporation.
SIXTH. Elections of directors need not be by
written ballot except and to the extent provided in
the by-laws of the corporation."
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IN WITNESS WHEREOF, BanPonce Financial Corp. has caused this
certificate to be signed by Brunilda Santos de Alvarez, its Assistant Secretary,
on the 13th day of August, 1996.
BANPONCE FINANCIAL CORP.
By /s/ Brunilda Santos de Alvarez
Name: Brunilda Santos de Alvarez
Title: Assistant Secretary
