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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
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(Title of Class of Securities)
066704-10-7
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(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).
SEC 1745 (10-88)
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BANCO POPULAR AS TRUSTEE FOR THE BANCO POPULAR DE P.R. PROFIT SHARING
PLAN TIN #66-6010015
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
SAN JUAN, PUERTO RICO
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(5) SOLE VOTING POWER
NUMBER OF 2,660,696
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 2,660,696
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,660,696 AS OF 12-31-96
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES* [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.026%
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(12) TYPE OF REPORTING PERSON* EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 066704-10-7 SCHEDULE 13G PAGE 3 OF 6 PAGES
--------------------- ----- -----
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BANCO POPULAR AS TRUSTEE FOR THE BANCO POPULAR DE P.R. RETIREMENT
PLAN TIN #66-6010016
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
SAN JUAN, PUERTO RICO
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(5) SOLE VOTING POWER
NUMBER OF 2,836,430
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 2,836,430
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(8) SHARED DISPOSITIVE POWER
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,836,430 AS OF 12-31-96
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES* [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.292%
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(12) TYPE OF REPORTING PERSON* EP
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*SEE INSTRUCTIONS BEFORE FILLING 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 benefically 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:
CATEGORY SYMBOL
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
Notes:
Attach as many 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 facsimilies, 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 is
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
statues 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.
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.
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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 (1)) 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>
<CAPTION>
Item 1.
<S> <C> <C>
(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 Profit Sharing Plans
(b) Address of Principal Business Office or G.P.O. Box 36-2708, San Juan, Puerto Rico 00936-2708
if none, Residence
(c) Citizenship San Juan, Puerto Rico
(d) Title of Class of Securities Common
(e) CUSIP Number 066704-10-7
</TABLE>
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-i(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 5,497,126
(b) Percent Class 8.318%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 5,497,126
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition of
5,497,126
(iv) shared power to dispose or to direct the disposition of
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 6, 1997
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Date
/s/ Lewis J. Torres
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Signature
Lewis J. Torres - Colondres/ Asst. Vice President
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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)
