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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 16(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 25, 1997
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Popular, Inc.
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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 jurisdiction of incorporation) (Commission (IRS Employer
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: (787) 765-9800
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BanPonce Corporation
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On April 25, 1997, the shareholders of BanPonce Corporation (the
"Corporation") approved the change of its legal name from BanPonce Corporation
to Popular, Inc. and the increase in the authorized number of shares of common
stock, par value $6, from 90,000,000 to 180,000,000. A copy of the
Corporation's news release, and the certificate of amendments dated April 25,
1997, are attached hereto as Exhibit 99(a) and 99(b), respectively, and are
hereby incorporated by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99(a) News release, dated April 25, 1997, announcing the approval by the
shareholders of BanPonce Corporation the change of the Corporation's name and
to the increase of the authorized number of shares of common stock.
99(b) Certificate of amendments, dated April 25, 1997.
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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.
POPULAR, INC.
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(Registrant)
Date: May 7, 1997 By: /s/Amilcar L. Jordan
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Name: Amilcar L. Jordan, Esq.
Title: Senior Vice President and Comptroller
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Exhibit Index
<TABLE>
<CAPTION>
Exhibit Number Description
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99(a) News release, dated April 25, 1997
99(b) Certificate of amendments, dated April 25, 1997
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EXHIBIT 99(a)
[BANPONCE CORPORATION LETTERHEAD]
For additional information, please contact:
Mr. Jorge A. Junquera
Senior Executive Vice President
(787) 754-1685
April 25, 1997
BANPONCE SHAREHOLDERS APPROVE CHANGE OF CORPORATION'S NAME, VOTE TO INCREASE
NUMBER OF SHARES
The shareholders of BanPonce Corporation, a bank holding company based in
San Juan, Puerto Rico, approved the change of the Corporation's name to
Popular, Inc., at their annual stockholders' meeting held today in San Juan.
The change in name will be effective immediately. The Corporations'
symbol under which the shares are traded in NASDAQ, BPOP, will remain
unchanged.
The shareholders also voted in favor of increasing the authorized number
of shares of common stock, par value $6, from 90,000,000 to 180,000,000.
In addition, three members of the Board of Directores -- Salustiano
Alvarez Mendez, Alfonso F. Ballester and Jorge A. Junquera -- were re-elected
for three years.
During the meeting, Richard L. Carrion, Chairman, President and Chief
Executive Officer of the Corporation, presented a video with highlights of the
main activities involving the Corporation, particularly Banco Popular, the
principal subsidiary. The Corporation's annual report was also presented to
shareholders in CD Rom format.
Carrion also made a presentation of the Corporation's major achievements,
highlighting the $185.2 million in net income for 1996, ROA of 1.14% and ROE
of 16.15%. He also highlighted the expansion in the continental U.S., where the
Corporation now operates 44 banking branches in New York, New Jersey, Chicago
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2 - BANPONCE CORPORATION TO CHANGE CORPORATE NAME TO POPULAR, INC.
and Los Angeles.
"The change in name of the Corporation to Popular, Inc. responds to our
corporate strategy, which seeks a homogenous identity for the recognition and
marketing of the subsidiaries that make up the corporation," Carrion said.
During the last quarter of 1996 all the banking branches of the
Corporation in the continental U.S. changed their name to Banco Popular,
converting to one single entity in all the markets where the Corporation
operates.
In addition, Carrion added, "the change in name seeks to achieve a
consistent and uniform corporate image to facilitate the recognition of our
name in all our markets and to secure the competitive position in Puerto Rico
while we expand our franchise in the United States and the Caribbean to become
the principal Hispanic provider of financial services."
Carrion explained that part of the corporate strategy is to continue to
expand in highly concentrated Hispanic areas with particular emphasis on the
small and middle commercial markets. A high-profile television campaign with a
well-recognized TV personality, Mario Kreutzberger, known to Hispanic audiences
as DonFrancisco, has been initiated to promote the Banco Popular name
recognition.
In tune with these objectives, some of the Corporation's subsidiaries will
also change their name this year. Puerto Rico Home Mortgage will be known as
Popular Mortgage, Best Finance will do business as Popular Finance and BP
Capital Markets will change to Popular Securities.
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EXHIBIT 99(b)
CERTIFICATE
The undersigned, Richard L. Carrion, President of the Board of Directors,
President and Chief Executive Office of BanPonce Corporation, and Samuel T.
Cespedes, Secretary of the Board of Directors of BanPonce Corporation, hereby
certify:
That in the annual meeting of stockholders of BanPonce Corporation, held
in the city of San Juan, Puerto Rico on the 25th day of April, 1997, which was
duly called together, the following resolutions were adopted amending Article
First and Article Fifth of the Amended Articles of Incorporation of BanPonce
Corporation by the affirmative vote of more than two thirds and the affirmative
vote of the majority, respectively, of the common stock of BanPonce
Corporation issued and outstanding:
"RESOLVED, that Article First of the Restated Articles of Incorporation of
BanPonce Corporation be, and it hereby is, amended in its entirely to read as
follows:
"FIRST: The name of the Corporation is Popular, Inc."
RESOLVED, FURTHER, that the proper officers of the Corporation be, and
hereby are, authorized and directed to take all actions, execute all
instruments, and make all payments that are necessary or desirable, at their
discretion, to make effective the foregoing amendment to the Restated Articles
of Incorporation of the Corporation, including without limitation, filing a
certificate of such amendment with the Secretary of State of the Commonwealth
of Puerco Rico.
RESOLVED, that Article Fifth of the Restated Articles of Incorporation of
the Corporation be. and it hereby is, amended in its entirety to read as
follows:
"FIFTH: The minimum amount of capital with which the Corporation shall
commence business shall be $1,000.
The total number of shares of all classes of capital stock that the
Corporation shall have authority to issue, upon resolutions approved by the
Board of Directors from time to time, is one hundred ninety million shares
(190,000,000), of which one hundred eighty million shares (180,000,000) shall
be shares of Common Stock of the par value of $6, per shares (hereinafter
called "Common Stock"), and ten million (10,000,000) shall be shares of
Preferred Stock without par value (hereinafter called "Preferred Stock").
The amount of the authorized capital stock of any class or classes of
stock may be increased or decreased by the affirmative vote of the holders of a
majority of the stock of the Corporation entitled to vote.
The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, of the Preferred Stock
shall be as follows:
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(1) The Board of Directors is expressly authorized at any time, and
from time to time, to provide for the issuance of shares of Preferred Stock in
one or more series, and with such voting powers, full or limited but not to
exceed one vote per share, or without voting powers, and with such
designations, preferences, and relative participating, optional or other
special rights, and qualifications, limitations or restrictions thereof, as
shall be expressed in the resolution or resolutions providing for the issue
thereof adopted by the Board of Directors and as are not otherwise expressed in
this Certificate of Incorporation or any amendment thereto, including (but
without limiting the generality of the foregoing) the following:
(a) the designation of such series;
(b) the purchase price that the Corporation shall receive for each
share of such series;
(c) the dividend rate of such series, the conditions and dates upon
which such dividends shall be payable, the preference or relation that such
dividends shall bear to the dividends payable on any other class or classes or
on any other series of any class or classes of capital stock of the
Corporation, and whether such dividends shall be cumulative or noncumulative;
(d) whether the shares of such series shall be subject to
redemption by the Corporation, and, if made subject to such redemption, the
times, prices and other terms and conditions of such redemption;
(e) the terms and amounts of any sinking fund provided for the
purchase or redemption of the shares of such series;
(f) whether the shares of such series shall be convertible into or
exchangeable for shares of any other class of classes or of any other series of
any class or classes of capital stock of the Corporation, and, if provision be
made for conversion or exchange, the times, prices, rates, adjustment and other
terms and conditions of such conversion or exchange;
(g) the extent, if any, to which the holders of the shares of such
series shall be entitled to vote as a class or otherwise with respect to the
election of directors or otherwise;
(h) the restrictions and conditions, if any, upon the reissue of
any additional Preferred Stock ranking on a parity with or prior to such shares
as to dividends or upon dissolution;
(i) the rights of the holders of the shares of such series upon the
dissolution of, or upon the distribution of assets of, the Corporation, which
rights may be different in the case of a voluntary dissolution than in the case
of an involuntary dissolution.
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(2) Except as otherwise required by law and except for such voting
powers with respect to the election of directors or other matters as may be
stated in the resolutions of the Board of Directors creating any series of
Preferred Stock, the holders of any such series shall have no voting power
whatsoever.
RESOLVED FURTHER, that the proper officers of the Corporation be, and
hereby are, authorized and directed to take all actions, execute all
instruments, and make all payments that are necessary or desirable, at their
discretion, to make effective the foregoing amendment to the Restated Articles
of Incorporation of the Corporation, including without limitation on filing a
certificate of such amendment with the Secretary of State of the Commonwealth
of Puerto Rico."
IN WITNESS WHEREOF, we have hereunto set our hands and affixed the seal of
the Corporation in San Juan, Puerto Rico, this 25th day of April, 1997.
/s/ Richard L. Carrion /s/ Samuel T. Cespedes
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RICHARD L. CARRION SAMUEL T. CESPEDES
PRESIDENT - BOARD OF DIRECTORS SECRETARY
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Affidavit No. 730
Sworn and subcribed to before me by Richard L. Carrion, of legal age,
married and resident of San Juan, Puerto Rico, in his capacity as President of
the Board of Directors, President and Chief Executive Officer of BanPonce
Corporation, and Samuel T. Cespedes, of legal age, married and residents of San
Juan, Puerto Rico, in his capacity as Secretary of the Board of Directors of
BanPonce Corporation, who are both personally known to me in San Juan, Puerto
Rico, this 25th day of April, 1997.
[SEAL]
/s/ Estela Martinez de Miranda
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NOTARY PUBLIC
