SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 3, 1999
POPULAR, INC.
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(Exact Name of Registrant as Specified in Charter)
Puerto Rico 0-13818 66-0416582
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(State or Other Jurisdiction (Commission (IRS Employer
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: (787) 765-9800
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ITEMS 1-4. Not Applicable.
ITEM 5. OTHER EVENTS.
On August 3, 1999, Popular, Inc. (the "Company") filed a
Certificate of Designation, Preferences and Rights of Series A Participating
Cumulative Preferred Stock with the Secretary of State of the Commonwealth of
Puerto Rico in which the Company increased the amount of shares of Series A
Participating Cumulative Preferred Stock from 700,000 to 1,400,000 shares.
ITEM 6. Not Applicable.
ITEM 7. EXHIBITS
99.1 Certificate of Designation, Preferences and Rights of Series A
Participating Cumulative Preferred Stock dated August 3, 1999.
ITEM 8. Not Applicable.
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SIGNATURES
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.
Date: August 3, 1999 By: /s/ JORGE A. JUNQUERA
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EXHIBIT INDEX
Exhibit No. Description Page No.
99.1 Certificate of Designation, Preferences 5
and Rights of Series A Participating
Cumulative Preferred Stock
dated August 3, 1999
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Exhibit 99.1
CERTIFICATE OF DESIGNATION,
PREFERENCES AND RIGHTS OF SERIES A
PARTICIPATING CUMULATIVE PREFERRED STOCK
of
POPULAR, INC.
Pursuant to Section 1501 of the
General Corporation Law of the
Commonwealth of Puerto Rico
I, Jorge A. Junquera, Senior Executive Vice President of Popular, Inc.,
and I, Ramon D. Lloveras San Miguel, Assistant Secretary of the Board of
Directors of Popular, Inc., a duly organized and existing corporation under the
laws of the Commonwealth of Puerto Rico, by this certification certify that
pursuant to the authority granted to the Board of Directors by the Certificate
of Incorporation of such Corporation, said Board of Directors on July 10, 1997
adopted the following resolutions increasing the series of preferred stock
designated as Series A Participating Cumulative Preferred Stock from 700,000
shares to 1,400,000 shares.
"RESOLVED, that pursuant to the authority vested in the Board of
Directors of this Corporation in accordance with the provisions of its
Certificate of Incorporation, a series of Preferred Stock of the
Corporation was created pursuant to a resolution adopted by the Board
of Directors on August 11, 1988, as amended on November 8, 1990, on
November 12, 1992, and April 26, 1996, and the number of shares
constituting said series shall be and is hereby increased to 1,400,000
shares.
RESOLVED FURTHER, that the directors have determined that the
preferences and relative, participating, optional or other special
rights of the shares of such series, and the qualifications,
limitations or restrictions thereof, as stated and expressed herein,
are under the circumstances prevailing on the date hereof fair and
equitable to all the existing stockholders of the Corporation.
RESOLVED FURTHER, that the designation and amount of such series and
the voting powers, preferences and relative, participating, optional
or other special rights of the shares of such series, and the
qualifications, limitations or restrictions thereof are as follows:
Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Participating Cumulative Preferred Stock (no
par value)" and the number of shares constituting such series is
hereby increased from 700,000 to 1,400,000.
Section 2. Dividends and Distributions.
(A) Subject to the prior and superior rights of the holders of
any shares of any series of Preferred Stock ranking prior and
superior to the Series A Participating Cumulative Preferred Stock
with respect to dividends, the holders of shares of Series A
Participating Cumulative Preferred Stock, in preference to the
shares of Common Stock, par value $6 per share, of the
Corporation (the "Common Stock") and any other stock of the
Corporation junior to the Series A Participating Cumulative
Preferred Stock with respect to dividends, shall be entitled to
receive, when, as and if declared by the Board of Directors out
of funds legally
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available for the purpose, quarterly dividends payable in cash on
March 15, June 15, September 15 and December 31 of each year
(each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the issuance of a share or fraction of a share
of Series A Participating Cumulative Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the
greater of (a) $1.00 or (b) subject to the provision for
adjustment hereinafter set forth, 100 times the aggregate per
share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common
Stock or a subdivision of the outstanding shares of Common Stock
(by reclassification of otherwise), declared on the Common Stock,
since the immediately preceding Quarterly Dividend Payment Date,
or, with respect to the first Quarterly Dividend Payment Date,
since the first issuance of any share or fraction of a share of
Series A Participating Cumulative Preferred Stock. In the event
the Corporation shall at any time after August 31, 1988 (the
"Rights Declaration Date") (i) declare any dividend on Common
Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the
amount to which holders of shares of Series A Participating
Cumulative Preferred Stock were entitled immediately prior to
such event under clause (b) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator
of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding
immediately prior to such event.
(B) The Corporation shall declare a dividend or distribution on
the Series A Participating Cumulative Preferred Stock as provided
in paragraph (A) above immediately after it declares a dividend
or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock); provided that, in the event
no dividend or distribution shall have been declared on the
Common Stock during the period between any Quarterly Payment Date
and the next subsequent Quarterly Dividend Payment Date, a
dividend of $1.00 per share on the Series A Participating
Cumulative Preferred Stock shall nevertheless be payable on such
subsequent Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Participating Cumulative Preferred
Stock from the Quarterly Dividend Payment Date next preceding the
date of issue of such shares of Series A Participating Cumulative
Preferred Stock, unless the date of issue of such shares is prior
to the record date for the first Quarterly Dividend Payment Date,
in which case dividends on such shares shall begin to accrue from
the date of issue of such shares, unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record
date for the determination of holders of shares of Series A
Participating Cumulative Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment
Date, in either of which events such dividends shall begin to
accrue and be cumulative from such Quarterly Dividend Payment
Date. Accrued but unpaid dividends shall not bear interest.
Dividends paid on the shares of Series A Participating Cumulative
Preferred Stock in an
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amount less than the total amount of such dividends at the time
accrued and payable on such shares shall be allocated pro rata on
a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the
determination of holders of shares of Series A Participating
Cumulative Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date
shall be no more than 50 days prior to the date fixed for the
payment thereof.
Section 3. Voting Rights. In addition to any other voting rights
required by law, the holders of shares of Series A Participating
Cumulative Preferred Stock shall have only the following voting
rights:
(A) Subject to the provision for adjustment hereinafter set
forth, each share of Series A Participating Cumulative Preferred
Stock shall entitle the holder thereof to one vote on all matters
submitted to a vote of the stockholders of the Corporation.
(B) Except as otherwise provided herein or by law, the holders of
shares of Series A Participating Cumulative Preferred Stock and
the holders of shares of Common Stock shall vote together as one
class on all matters submitted to a vote of stockholders of the
Corporation.
(C) (i) If at any time dividends on any Series A Participating
Cumulative Preferred Stock shall be in arrears in an amount equal
to six quarterly dividends thereon, the occurrence of such
contingency shall mark the beginning of a period (herein called a
"default period") which shall extend until such time when all
accrued and unpaid dividends for all previous quarterly dividend
periods and for the current quarterly dividend period on all
shares of Series A Participating Cumulative Preferred Stock then
outstanding shall have been declared and paid or set apart for
payment. During each default period, all holders of Preferred
Stock (including holders of Series A Participating Cumulative
Preferred Stock) with dividends in arrears in an amount equal to
six quarterly dividends thereon, voting as a class, irrespective
of series, shall have the right to elect two Directors.
(ii) During any default period, such voting right of the holders
of Series A Participating Cumulative Preferred Stock may be
exercised initially at a special meeting called pursuant to
subparagraph (iii) of this Section 3(C) or at any annual meeting
of stockholders, and thereafter at annual meetings of
stockholders, provided that neither such voting right nor the
right of the holders of any other series of Preferred Stock, if
any, to increase, in certain cases, the authorized number of
Directors shall be exercised unless the holders of ten percent in
number of shares of Preferred Stock outstanding shall be present
in person or by proxy. The absence of a quorum of the holders of
Common Stock shall not affect the exercise by the holders of
Preferred Stock of such voting right. At any meeting at which the
holders of Preferred Stock shall exercise such voting right
initially during an existing default period, they shall have the
right, voting as a class, to elect Directors to fill such
vacancies, if any, in the Board of Directors as may then exist up
to two Directors or, if such right is exercised at an annual
meeting, to elect two Directors. If the number which may be so
elected at any special meeting does not amount to the required
number, the holders of the Preferred Stock shall have the right
to make such increase in the
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number of Directors as shall be necessary to permit the election
by them of the required number. After the holders of the
Preferred Stock shall have exercised their right to elect
Directors in any default period and during the continuance of
such period, the number of Directors shall not be increased or
decreased except by vote of the holders of Preferred Stock as
herein provided or pursuant to the rights of any equity
securities ranking senior to or pari passu with the Series A
Participating Cumulative Preferred Stock.
(iii) Unless the holders of Preferred Stock shall, during an
existing default period, have previously exercised their right to
elect Directors, the Board of Directors may order, or any
stockholder or stockholders owning in aggregate not less than ten
percent of the total number of shares of Preferred Stock
outstanding, irrespective of series, may request, the calling of
a special meeting of the holders of Preferred Stock which meeting
shall thereupon be called by the President, a Vice-President or
the Secretary of the Corporation. Notice of such meeting and of
any annual meeting at which holders of Preferred Stock are
entitled to vote pursuant to this paragraph (C) (iii) shall be
given to each holder of record of Preferred Stock by mailing a
copy of such notice to him at his last address as the same
appears on the books of the Corporation. Such meeting shall be
called for a time not earlier than 20 days and not later than 50
days after such order or request or in default of the calling of
such meeting within 50 days after such order or request, such
meeting may be called on similar notice by any stockholder or
stockholders owning in the aggregate not less than ten percent of
the total number of shares of Cumulative Preference Stock
outstanding. Notwithstanding the provisions of this paragraph (C)
(iii), no such special meeting shall be called during the period
within 50 days immediately preceding the date fixed for the next
annual meeting of the stockholders.
(iv) In any default period, the holders of Common Stock, and
other classes of stock of the Corporation if applicable, shall
continue to be entitled to elect the whole number of Directors
until the holders of Preferred Stock shall have exercised their
right to elect two (2) Directors voting as a class, after the
exercise of which right (x) the Directors so elected by the
holders of Preferred Stock shall continue in office until their
successors shall have been elected by such holders or until the
expiration of the default period, and (y) any vacancy in the
Board of Directors may (except as provided in paragraph (C) (ii)
of this Section 3) be filled by vote of a majority of the
remaining Directors theretofore elected the Director whose office
shall have become vacant. References in this paragraph (C) to
Directors elected by the holders of a particular class of stock
shall include Directors elected by such Directors to fill
vacancies as provided in clause (y) of the foregoing sentence.
(v) Immediately upon the expiration of a default period, (x) the
right of the holders of Preferred Stock as a class to elect
Directors shall cease, (y) the term of any Directors elected by
the holders of Preferred Stock as a class shall terminate, and
(z) the number of Directors shall be such number as may be
provided for in the certificate of incorporation of by-laws
irrespective of any increase made pursuant to the provisions of
paragraph (C) (ii) of this Section 3 (such number being subject,
however, to change thereafter in any manner provided by law or in
the
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certificate of incorporation of by-laws). Any vacancies in the
Board of Directors effected by the provisions of clauses (y) and
(x) in the preceding sentence may be filled by a majority of the
remaining Directors.
(D) Unless the vote or consent of the holders of a greater number
of shares of Preferred Stock (including shares of the Series A
Participating Cumulative Preferred Stock) shall then be required
by law, the consent of the holders of at least a majority of all
shares of Preferred Stock (including shares of the Series A
Participating Cumulative Preferred Stock) at the time
outstanding, given in person or by proxy, either in writing or by
a vote at a meeting called for such purpose in accordance with
the provisions of subparagraph (iii) of Section 3(C) (as if a
default period had occurred and was continuing) at which the
holders of all shares of Preferred Stock shall vote together as a
class without regard to series, shall be necessary for
authorizing, effecting or validating (i) the merger or
consolidation of the Corporation into or with any other
corporation, if such merger or consolidation would adversely
affect the powers, preferences or rights of any shares of any
series of Preferred Stock or (ii) the amendment, alteration or
repeal of any of the provisions of the Certificate of
Incorporation or of any amendment thereof or supplement thereto
(including any Certificate of Designation, Preferences and Rights
or any similar document relating to any series of Preferred
Stock) so as to affect adversely the powers, preferences, or
rights, of any series of Preferred Stock. The increase of the
authorized amount of the Preferred Stock, or the creation,
authorization or issuance of any shares of any other class of
stock of the Corporation ranking prior to or on a parity with the
shares of any series of Preferred Stock as to dividends or upon
liquidation, or the reclassification of any authorized or
outstanding stock of the Corporation into any such prior or
parity shares, or the creation, authorization or issuance of any
obligation or security convertible into or evidencing the right
to purchase any such prior or parity shares shall not be deemed
to affect adversely the powers, preferences or rights of any
series of Preferred Stock.
(E) Except as set forth herein, holders of Series A Participating
Cumulative Preferred Stock shall have no special voting rights
and their consent shall not be required (except to the extent
they are entitled to vote with holders of Common Stock as set
forth herein) for taking any corporate action.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Participating Cumulative
Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A
Participating Cumulative Preferred Stock outstanding shall have
been paid in full, the Corporation shall not:
(i) declare or pay dividends on, make any other distributions on,
or redeem or purchase or otherwise acquire for consideration any
shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A
Participating Cumulative Preferred Stock;
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(ii) declare or pay dividends on or make any other distributions
on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with
the Series A Participating Cumulative Preferred Stock, except
dividends paid ratably on the Series A Participating Cumulative
Preferred Stock and all such parity stock on which dividends are
payable or in arrears in proportion to the total amounts to which
the holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking on a parity (either as to dividends
or upon liquidation, dissolution or winding up) with the Series A
Participating Cumulative Preferred Stock, provided that the
Corporation may at any time redeem, purchase or otherwise acquire
shares of any such parity stock in exchange for shares of any
stock of the Corporation ranking junior (either as to dividends
or upon dissolution, liquidation or winding up) with the Series A
Participating Cumulative Preferred Stock, or
(iv) redeem or purchase or otherwise acquire for consideration
any shares of Series A Participating Cumulative Preferred Stock,
or any shares of stock ranking on a parity with the Series A
Participating Cumulative Preferred Stock, except in accordance
with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other
relative rights and preferences of the respective series and
classes, shall determine in good faith will result in fair and
equitable treatment among the respective series classes.
(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration
any shares of stock of the Corporation unless the Corporation
could, under paragraph (A) of this Section 4, purchase or
otherwise acquire such shares at such time and in such manner.
Section 5. Reacquired Shares. Any shares of Series A Participating
Cumulative Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and cancelled
promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued shares of Preferred
Stock and may be reissued as part of a new series of Preferred Stock
to be created by resolution or resolutions of the Board of Directors,
subject to the conditions and restrictions on issuance set forth in
the Certificate of Incorporation.
Section 6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (1) to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Participating Cumulative
Preferred Stock unless, prior thereto, the holders of shares of Series
A Participating Cumulative Preferred Stock shall have received $100.00
per share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such
payment, provided that the holders of shares Series A Participating
Cumulative Preferred Stock shall be entitled to receive an aggregate
amount per share, subject to the provision for adjustment hereinafter
set forth, equal to 100 times the aggregate amount to be distributed
per share to holders of stock ranking on a Stock, or (2) to the
holders of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A
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Participating Cumulative Preferred Stock, except distributions made
ratably on the Series A Participating Cumulative Preferred Stock and
all other such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. In the event the Corporation
shall at any time after the Rights Declaration Date declare or pay any
dividend on Common Stock payable in shares of Common Stock, or effect
a subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or
lesser number of shares of Common Stock, then in each such case the
aggregate amount to which holders of shares of Series A Participating
Cumulative Preferred Stock were entitled immediately prior to such
event under the provision in clause (1) of the preceding sentence
shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately
prior to such event.
Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction
in which the shares of Common Stock are exchanged for or changed into
other stock or securities, cash and/or any other property, then in any
such case the shares of Series A Participating Cumulative Preferred
Stock shall at the same time be similarly exchanged or changed in an
amount per share (subject to the provision for adjustment hereinafter
set forth) equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the
case may be, into which or for which each share of Common Stock is
changed or exchanged. In the event the Corporation shall at any time
after the Rights Declaration Date (i) declare any dividend on Common
Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the
amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Participating Cumulative
Preferred Stock shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding
immediately prior to such event.
Section 8. No Redemption. The shares of Series A Participating
Cumulative Preferred Stock shall not be redeemable.
Section 9. Rank. The Series A Participating Cumulative Preferred Stock
shall rank junior with respect to payment of dividends and on
liquidation to all other series of the Corporation's preferred stock
outstanding on the date hereof and to all such other series that
specifically provide that they shall rank senior to the Series A
Participating Cumulative Preferred Stock.
Section 10. Amendment. The Certificate of Incorporation of the
Corporation shall not be amended in any manner which would materially
alter or change the powers, preferences or special rights of the
Series A Participating Cumulative Preferred Stock so as to affect them
adversely without the affirmative vote of the holders of a majority or
more of the outstanding shares, if any, of Series A Participating
Cumulative Preferred Stock, voting separately as a class.
Section 11. Fractional Shares. Series A Participating Cumulative
Preferred Stock may be issued in fractions of a share which shall
entitle the holder, in proportion to such holder's fractional shares,
to exercise voting rights, receive dividends, participate in
distributions and to have the benefit of all other rights of holders
of Series A Participating Cumulative Preferred Stock.
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IN WITNESS WHEREOF, we have executed and subscribed this Certificate
and sealed it with the seal of the Corporation in San Juan, Puerto Rico,
Associated Free State of Puerto Rico, this 3rd day of August, 1999.
/s/ JORGE A. JUNQUERA
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Jorge A. Junquera
Senior Executive Vice President
/s/ RAMON D. LLOVERAS SAN MIGUEL
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Ramon D. Lloveras San Miguel
Assistant Secretary
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Affidavit No. 1184
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Sworn and subscribed to before me by Jorge A. Junquera of legal age, married and
resident of Guaynabo, PR, in his capacity of Senior Executive Vice President of
Popular, Inc. and Ramon D. Lloveras San Miguel of legal age, married and
resident of Guaynabo, Puerto Rico, in his capacity of Assistant Secretary of
Popular, Inc. who are personally known to me, in San Juan, Puerto Rico, on this
3rd day of August, 1999.
/s/ ESTELA MARTINEZ
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Notary Public
