<PAGE> 1
Filed Pursuant To Rule 424(b)(3)
Registration Statement No. 033-61601
PRICING SUPPLEMENT, DATED SEPTEMBER 16, 1998
TO PROSPECTUS SUPPLEMENT DATED MAY 23, 1997
TO PROSPECTUS DATED MAY 22, 1997
POPULAR, INC.
MEDIUM-TERM NOTES, SERIES 3
DUE FROM NINE MONTHS TO 30 YEARS FROM DATE OF ISSUE
PRINCIPAL AMOUNT.................................... $115,000,000
ORIGINAL ISSUE DATE................................. September 21, 1998
MATURITY DATE....................................... September 15, 2003
GLOBAL SECURITY..................................... Yes
INTEREST RATE PER ANNUM............................. 6.375%
INTEREST RATE BASIS................................. Fixed
INTEREST PAYMENT DATES.............................. March 15 and September 15
of each year and at
Maturity, commencing on
March 15, 1999.
CUSIP NUMBER........................................ 73317PAC3
<TABLE>
<CAPTION>
Price to Underwriting Proceeds
Public(1) Discount(2) to Company(1)(3)
--------- ------------ ----------------
<S> <C> <C> <C>
Per Note................ 99.527% .5% 99.027%
Total................... $114,456,050 $575,000 $113,881,050
</TABLE>
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(1) Plus accrued interest from September 21, 1998 if any.
(2) The Company has agreed to Indemnify the Underwriters against certain
liabilities, including under the Securities Act of 1993.
(3) Before deducting other expenses payable by the Company estimated to be
$100,000.
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The Notes offered hereby are offered by the several Underwriters, as specified
herein, subject to receipt and acceptance by them and subject to their right to
reject any order in whole or in part. It is expected that the Notes will be
ready for delivery in New York, on or about September 21, 1998, against payment
therefor in immediately available funds.
----------------------
MERRILL LYNCH & CO.
CHASE SECURITIES INC.
CREDIT SUISSE BOSTON
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USE OF PROCEEDS
The proceeds from the issuance of the Note to which this Pricing Supplement
relates will be used for general corporate purposes, including investments
in/or extensions of credit to its existing and future subsidiaries, for the
acquisition of other banking and financial institutions and repayment of
outstanding borrowings.
UNDERWRITING
Subject to the terms and conditions set forth in a terms agreement (the "Terms
Agreement") among Popular, Inc., (the "Company") Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Credit Suisse First Boston Corporation, and Chase
Securities Inc. (the "Underwriters"), the Company has agreed to sell to the
Underwriters, and the Underwriters have severally agreed to purchase, the
respective principal amount of Notes set forth after their names below. The
Terms Agreement provides that the obligations of the Underwriters are subject
to certain conditions precedent and that the Underwriters will be obligated to
purchase all of the Notes if any are purchased.
<TABLE>
<CAPTION>
UNDERWRITER PRINCIPAL AMOUNT
- ----------- ----------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith Incorporated.............. $ 59,800,000
Chase Securities Inc. .......................................... 27,600,000
Credit Suisse First Boston Corporation.......................... 27,600,000
------------
Total....................................................... $115,000,000
============
</TABLE>
The Underwriters have advised the Company that they propose initially to offer
the Notes to the public at the public offering price set forth on the cover
page of this Pricing Supplement, and to certain dealers at such price less a
concession not in excess of .30% of the principal amount of the Notes. After
the initial public offering, the public offering price, concession and discount
may be changed.
The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
The Underwriters and certain of their affiliates and associates are customers
of, including borrowers from, engage in transactions with, and/or perform
services for, the Company and its subsidiaries, in the ordinary course of
business. Also, in the ordinary course of their respective businesses,
affiliates of the Underwriters engage, and may in the future engage, in
commercial banking and investment banking transactions with the Company and its
subsidiaries. Merrill Lynch & Co. and Credit Suisse First Boston have performed
investment banking services for the Company in the last five years and have
received fees in connection therewith. Chase Securities Inc. was named selling
agent effective May 22, 1997 in connection with the Company's Medium-Term
Notes, Series 3.
