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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
POPULAR, INC.
(Exact name of registrant as specified in its charter)
PUERTO RICO 66-0416582
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
209 Munoz Rivera Avenue 00918
Hato Rey, Puerto Rico (Zip code)
(Address of principal executive offices)
GMG RETIREMENT & SAVINGS PLAN
(Full title of the plans)
----------------------
JORGE A. JUNQUERA
209 MUNOZ RIVERA AVENUE
HATO REY, PUERTO RICO 00918
(Name and address of agent for service)
(787) 765-9800
(Telephone number, including area code, of agent for service)
----------------------
Copies to:
DONALD J. TOUMEY
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
----------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Proposed Maximum Proposed Maximum
Title of each Class of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered(1)(2) Share(3) Price(3) Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $6 per share,
together with attached rights to purchase
Series A Participating Cumulative
Preferred Stock, no par value........... 40,000 Shares $ 24.1875 $ 967,500 $ 255.42
================================================================================================================================
<FN>
(1) The amount being registered also includes an indeterminate number of shares
of Common Stock which may be issuable as a result of stock splits, stock
dividends and antidilution provisions and other terms, in accordance with
Rule 416 under the Securities Act.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered and sold pursuant to the GMG Retirement and Savings
Plan.
(3) Estimated solely for the purpose of calculating the registration fee. Such
estimate has been computed in accordance with Rule 457(h) based upon the
average of the high and low price of the Common Stock on the NASDAQ
National Market System on January 11, 2000, namely $ 24.1875.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
As permitted by Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), this Registration Statement omits the information
specified in Part I of Form S-8. The documents containing the information
specified in Part I will be delivered to the participants in the plans covered
by this Registration Statement as required by Rule 428(b). Such documents are
not being filed with the Securities and Exchange Commission (the "Commission")
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act.
-1-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Popular, Inc.
(the "Company") and GMG Retirement & Savings Plan (the "Plan") are incorporated
herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
(2) The Plan's Annual Report on Form 11-K for the year ended December
31, 1998;
(3) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999, June 30, 1999 and September 30, 1999;
(4) The Company's Current Reports on Form 8-K, dated January 13, 1999,
April 15, 1999, July 9, 1999, July 16, 1999, August 3, 1999, August 17,
1999, October 14, 1999 and January 13, 2000;
(5) The descriptions of the Company's Common Stock set forth in the
Company's Registration Statement on Form 8-A, filed August 18, 1988, and
any amendment or report filed for the purpose of updating any such
description; and
(6) The description of the Company's Stockholder Protection Rights
Agreement set forth in the Company's Registration Statement on Form 8-A,
filed August 28, 1998, and any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company and the Plan pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date of this Registration Statement
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF CAPITAL STOCK
Not applicable. The Company's Common Stock is registered under Section
12 of the Exchange Act.
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article ELEVENTH of the Restated Certificate of Incorporation of the
Corporation provides the following:
(1) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation)
by reason of the fact that he is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the written request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(2) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the written
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorney's fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action
or suit if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, except that
no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Corporation
unless and only to the extent that the court in which such action or suit
was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses which such
court shall deem proper.
(3) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in paragraph 1 or 2 of this
Article ELEVENTH, or in defense of any claim, issue or
II-2
<PAGE>
matter therein, he shall be indemnified against expenses (including
attorney's fees) actually and reasonably incurred by him in connection
therewith.
(4) Any indemnification under paragraph 1 or 2 of this Article
ELEVENTH (unless ordered by a court) shall be made by the Corporation only
as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth therein. Such determination shall be made (a) by the Board of
Directors by a majority vote of a quorum consisting of directors who were
not parties to such action, suit or proceeding, or (b) if such a quorum is
not obtainable, or, even if obtainable, a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (c) by
the stockholders.
(5) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board
of Directors in the specific case upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized in this Article ELEVENTH.
(6) The indemnification provided by this Article ELEVENTH shall not be
deemed exclusive of any other rights to which those seeking indemnification
may be entitled under any statute, by-law, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office,
and shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.
(7) By action of its Board of Directors, notwithstanding any interest
of the directors in the action, the Corporation may purchase and maintain
insurance, in such amounts as the Board of Directors deems appropriate, on
behalf of any person who is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the written request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
Corporation would have the power or would be required to indemnify him
against such liability under the provisions of this Article ELEVENTH or of
the General Corporation Law of the Commonwealth of Puerto Rico or of any
other State of the United States or foreign country as may be applicable.
Section 1202 of Title 14, Laws of Puerto Rico Annotated provides the
following:
Every corporation created under the provisions of this subtitle shall
have the power to --
II-3
<PAGE>
* * * (10) indemnify any and all of its directors or officers or former
directors or officers or any person who may have served at its request as a
director or officer of another corporation in which it owns shares of
capital stock or of which it is a creditor against expenses actually and
necessarily incurred by them in connection with the defense of any action,
suit or proceeding in which they, or any of them, are made parties, or a
party, by reason of being or having been directors or officers or a
director or officer of the corporation, or of such other corporation,
except in relation to matters as to which any such director or officer or
former director or officer or person shall be adjudged in such action, suit
or proceeding to be liable for negligence or misconduct in the performance
of duty. Such indemnification shall not be deemed exclusive of any other
rights to which those indemnified may be entitled, under any by-law,
agreement, vote of stockholders or otherwise.
In addition, the Company maintains a directors' and officers'
liability insurance policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description of Exhibits
------ -----------------------
4.1 Restated Certificate of Incorporation of the Company, incorporated by
reference to Exhibit 4(a) to the registrant's Registration Statement
on Form S-3 (Nos. 333-26941, 333-26941-01 and 333-26941-02) filed with
the Securities and Exchange Commission on May 12, 1997.
4.2 By-laws of the Company, incorporated by reference to Exhibit 4.2 to
the Company's Registration Statement on Form S-8 (No. 333-80169) filed
with the Securities and Exchange Commission on June 8, 1999.
4.3 Specimen of Certificate of the registrant's Common Stock, par value $6
per share, incorporated by reference to Exhibit 4.1 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1998.
4.4 (a) Master Defined Contribution Retirement Plan, incorporated by
reference to Exhibit 4.4(b) to the Company's Registration
Statement on Form S-8 (No. 333-80169) filed with the Securities
and Exchange Commission on June 8, 1999; and
(b) The Plan's 1165 (e) Plan Adoption Agreement.
5.1 Opinion of Pietrantoni Mendez & Alvarez LLP, regarding compliance with
ERISA.
II-4
<PAGE>
23.1 Consent of the Company's Independent Accountants.
23.2 Consent of the Plan's Independent Accountants.
24 Powers of Attorney (included on pages 7 through 9).
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the registrant
pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-5
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
against the registrant in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
II-6
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Juan, Commonwealth of Puerto Rico, on this
14th day of January, 2000.
POPULAR, INC.
(Registrant)
By /s/ JORGE A. JUNQUERA
-----------------------------------------
Name: Jorge A. Junquera
Title: Senior Executive Vice President
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE
APPEARS BELOW CONSTITUTES AND APPOINTS RICHARD L. CARRION, DAVID H. CHAFEY, JR.,
JORGE A. JUNQUERA, ORLANDO BERGES, AMILCAR JORDAN AND ROBERTO R. HERENCIA, AND
EACH OF THEM INDIVIDUALLY, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS,
WITH FULL POWER AND IN ANY AND ALL CAPACITIES, TO SIGN THIS REGISTRATION
STATEMENT AND ANY AND ALL AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) TO
THIS REGISTRATION STATEMENT, AND TO FILE SUCH REGISTRATION STATEMENT AND ALL
SUCH AMENDMENTS OR SUPPLEMENTS, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS
IN CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING
UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND
AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE OR NECESSARY
TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY TO ALL INTENTS AND PURPOSES AS HE
MIGHT OR COULD DO IN PERSON, THEREBY RATIFYING AND CONFIRMING ALL THAT SAID
ATTORNEYS-IN-FACT AND AGENTS OR ANY OF THEM, OR THEIR OR HIS SUBSTITUTES OR
SUBSTITUTE, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE THEREOF.
<TABLE>
<S> <C> <C>
Signature Title Date
- ----------- ------- -------
/s/ RICHARD L. CARRION January 14, 2000
- ------------------------------ Chairman of the Board, ----------------
Richard L. Carrion President and Chief Executive
Officer
/s/ ALFONSO F. BALLESTER January 14, 2000
- ------------------------------ Director ----------------
Alfonso F. Ballester
- --------------------------------------------------------------------------------
</TABLE>
II-7
<PAGE>
<TABLE>
<S> <C> <C>
- ------------------------------ Director ----------------
Antonio Luis Ferre
/s/ JUAN J. BERMUDEZ January 14, 2000
- ------------------------------ Director ----------------
Juan J. Bermudez
/s/ FRANCISCO J. CARRERAS January 14, 2000
- ------------------------------ Director ----------------
Francisco J. Carreras
- ------------------------------ Director ----------------
Luis E. Dubon, Jr.
/s/ HECTOR R. GONZALEZ January 14, 2000
- ------------------------------ Director ----------------
Hector R. Gonzalez
/s/ JORGE A. JUNQUERA January 14, 2000
- ------------------------------ Senior Executive Vice ----------------
Jorge A. Junquera President and Director
(Principal Financial Officer)
/s/ MANUEL MORALES, JR. January 14, 2000
- ------------------------------ Director ----------------
Manuel Morales, Jr.
/s/ ALBERTO M. PARACCHINI January 14, 2000
- ------------------------------ Director ----------------
Alberto M. Paracchini
/s/ FRANCISCO M. REXACH, JR. January 14, 2000
- ------------------------------ Director ----------------
Francisco M. Rexach, Jr.
/s/ J. ADALBERTO ROIG January 14, 2000
- ------------------------------ Director ----------------
J. Adalberto Roig
/s/ FELIX J. SERRALLES NEVARES January 14, 2000
- ------------------------------ Director ----------------
Felix J. Serralles Nevares
/s/ JULIO E. VIZCARRONDO, JR. January 14, 2000
- ------------------------------ Director ----------------
Julio E. Vizcarrondo, Jr.
/s/ DAVID H. CHAFEY, JR. January 14, 2000
- ------------------------------ Senior Executive Vice ----------------
David H. Chafey, Jr. President and Director
/s/ AMILCAR JORDAN January 14, 2000
- ------------------------------ Senior Vice President ----------------
Amilcar Jordan (Principal Accounting Officer)
</TABLE>
II-8
<PAGE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the persons who administer the employee benefit plan have duly caused this
registration statement to be signed on behalf of such plans by the undersigned,
thereunto duly authorized, in the City of San Juan, Commonwealth of Puerto Rico,
on this 14th day of January, 2000.
GMG RETIREMENT & SAVINGS PLAN
By: /s/ MARIA ISABEL BURCKHART
----------------------------------------------
Maria Isabel Burckhart
Authorized Representative
By: /s/ JORGE A. JUNQUERA
----------------------------------------------
Jorge A. Junquera
Authorized Representative in the United States
II-9
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
4.1 Restated Certificate of Incorporation of the Company, incorporated by
reference to Exhibit 4(a) to the registrant's Registration Statement
on Form S-3 (Nos. 333-26941, 333-26941-01 and 333-26941-02) filed with
the Securities and Exchange Commission on May 12, 1997.
4.2 By-laws of the Company, incorporated by reference to Exhibit 4.2 to
the Company's Registration Statement on Form S-8 (No. 333-80169) filed
with the Securities and Exchange Commission on June 8, 1999.
4.3 Specimen of Certificate of the registrant's Common Stock, par value $6
per share, incorporated by reference to Exhibit 4.1 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1998.
4.4 (a) Master Defined Contribution Retirement Plan, incorporated by
reference to Exhibit 4.4(b) to the Company's Registration
Statement on Form S-8 (No. 333-80169) filed with the Securities
and Exchange Commisssion on June 8, 1999; and
(b) The Plan's 1165(e) Plan Adoption Agreement.
5.1 Opinion of Pietrantoni Mendez & Alvarez LLP, regarding compliance with
ERISA.
23.1 Consent of the Company's Independent Accountants.
23.2 Consent of the Plan's Independent Accountants.
24 Powers of Attorney (included on pages 7 through 9).
II-10
1165(e) PLAN ADOPTION AGREEMENT
MASTER DEFINED CONTRIBUTION RETIREMENT PLAN
AMENDED EFFECTIVE AS OF JANUARY 1, 1998
1
<PAGE>
BY executing this Adoption Agreement the Employer is
adopting a profit sharing plan with optional Section 1165(e) provisions for the
benefit of its Employees. The Employer's Plan is comprised of: (i) the Banco
Popular de Puerto Rico Master Defined Contribution Retirement Plan Document or
the Employer's Defined Contribution Retirement Plan Document; (ii) the Banco
Popular de Puerto Rico Master Defined Contribution Retirement Plan Master Trust
and/or the Employer's Defined Contribution Retirement Plan Trust; and (iii) this
Adoption Agreement. The terms used in this Adoption Agreement, as well as the
rules to be complied with in connection with the Plan, are fully explained in
the Master Plan Document or the Employer's Plan Document. When signing this
Adoption Agreement, if applicable, the Employer has received copy of the Banco
Popular de Puerto Rico Master Defined Contribution Retirement Plan and the
Master Plan's Summary Plan Description. The Banco Popular de Puerto Rico Master
Defined Contribution Retirement Plan Master Trust is available upon request at
Banco Popular's main offices in Hato Rey, Puerto Rico.
1165(e) PLAN ADOPTION AGREEMENT
MASTER DEFINED CONTRIBUTION RETIREMENT PLAN
COPYRIGHT(c) 1998 BY BANCO POPULAR DE PUERTO RICO
2
<PAGE>
================================================================================
EMPLOYER INFORMATION
- --------------------------------------------------------------------------------
NAME OF EMPLOYER: GM GROUP, INC.
------------------------------------------------------------
ADDRESS: PO BOX 364527
-----------------------------------------------------------------------
SAN JUAN PR 00936-4527
- --------------------------------------------------------------------------------
TELEPHONE: (787) 751-4343 TELEFAX: (787) 751-4970
---------------------------- ------------------------------
PERSON FOR BANCO POPULAR DE PUERTO RICO TO CONTACT: EDWIN RIVERA,
VICEPRESIDENTE RECURSOS
HUMANOS
----------------------------
EMPLOYER TAX IDENTIFICATION NUMBER: 66-0449729
--------------------------------------------
TYPE OF BUSINESS:
--> Corporation
Employer's taxable year:
--> Fiscal Year ending on November 30
--------------------------------------------
================================================================================
GENERAL PLAN INFORMATION
- --------------------------------------------------------------------------------
PLAN NAME
GMG RETIREMENT & SAVINGS PLAN (formerly GM Group, Inc. Coda Profit
Sharing Plan)
- --------------------------------------------------------------------------------
(Employer's name and type of plan)
ADOPTION OR AMENDMENT OF PLAN
By signing this Adoption Agreement the Employer:
--> Adopts the Banco Popular de Puerto Rico Master Defined Contribution
Retirement Plan and its Master Trust
EFFECTIVE DATE
The effective date of the amendment is: JANUARY 1st, 2000
-----------------------------------------
(month/day/year)
(cannot be earlier than the first day of the Plan Year in which the Employer
signs this Adoption Agreement).
The effective date of the original plan was: JANUARY 1st, 1996
------------------------------------
(month/day/year)
PLAN YEAR
The Plan Year will be a calendar year unless the Employer elects otherwise by
checking the box below:
The Plan Year shall begin on JANUARY 1 and end on DECEMBER 31
--------------- ---------------
(month/day) (month/day)
ACCOUNTING METHOD
The Plan shall use the cash basis accounting method.
3
<PAGE>
================================================================================
ELIGIBILITY FOR PLAN PARTICIPATION
- --------------------------------------------------------------------------------
WAIVER OF REQUIREMENTS FOR NEW PLANS
Each Employee employed on the Effective Date is automatically eligible to
participate. Employees hired after the Effective Date are eligible upon
satisfying any service and/or age requirements specified below:
AGE REQUIREMENT. An employee must fulfill the following age requirement to
become a Participant:
Minimum age 18 (not greater than 21).
-------------
SERVICE REQUIREMENTS. An employee must fulfill the following service requirement
to become a Participant:
One year of service.
METHOD FOR CALCULATING YEAR OF SERVICE.
--> ELAPSED TIME METHOD. An Employee's service will be determined using the
elapsed time method, as described in Article 3 of the Master Plan
document or the Employer's Individual Plan Document.
PREDECESSOR EMPLOYERS. Service with the following predecessor employers will be
treated as service with the Employer:
AFFILIATES OF POPULAR INC.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
================================================================================
ENTRY DATES
- --------------------------------------------------------------------------------
An Employee may elect to become a Participant and start making Employee
Contributions on any entry date on or after he or she satisfies the Plan's
eligibility requirements.
INDICATE THE PLAN'S ENTRY DATES:
--> QUARTERLY ENTRY DATES. The first day of each of the first, fourth,
seventh and tenth months of the Plan Year is an entry date.
================================================================================
COMPENSATION
- --------------------------------------------------------------------------------
For purposes of the Participant's contribution to the Plan, a Participant's
Compensation shall mean the total compensation that is currently includible in
income for income tax purposes paid to him by the Employer during a Plan Year.
Compensation for purposes of the Employer's Profit Sharing and Matching
Contributions, will be basic Compensation, this is, Compensation will EXCLUDE
the following items:
--> OVERTIME
--> COMMISSIONS
--> INCENTIVES
--> BONUSES
--> OTHER THAN BASE SALARY
4
<PAGE>
================================================================================
CONTRIBUTIONS
- --------------------------------------------------------------------------------
PROFIT SHARING CONTRIBUTIONS
For each Plan Year in which this Plan is in effect the Employer may make
contributions to the Trust in one or more installments out of its Net Profits
(as defined in section 6.2c.(3) of the Plan) for the Plan Year, in such amounts
as the Employer may determine (if any). The Plan Year for which each
contribution is made shall be designated at the time of the contribution.
Profit-Sharing Contributions may not exceed the lesser of Employer's Net Profits
or 15% of a Participant's Compensation in any Plan Year.
EMPLOYEE CONTRIBUTIONS
Participants may make contributions as follows:
--> PRE-TAX CONTRIBUTIONS AND/OR AFTER-TAX CONTRIBUTIONS, AT THE ELECTION
OF THE PARTICIPANT.
o Pre-Tax Contributions in a Plan Year may not exceed 10% of Compensation or
$8,000, in 1998 and thereafter whichever is less.
o After-Tax Contributions in a Plan Year, if authorized, may not exceed 10%
of the aggregate compensation paid to the employee during all the years he
or she has been a Plan Participant.
o Pre-Tax Contributions and/or After-Tax Contributions may not commence prior
to the date the Plan is adopted.
MATCHING CONTRIBUTIONS
The Employer will make a Matching Contribution equal to .50 cents for each
dollar of a Participant's:
--> PRE-TAX CONTRIBUTIONS.
However, the Employer will not make Matching Contributions above 6% of
the Participant's basic Compensation. Matching Contributions will not
exceed 30% of the Participant's maximum allowable pre-tax
contribution.
QUALIFIED MATCHING AND NON-ELECTIVE CONTRIBUTIONS
Qualified Matching Contributions and Qualified Non-Elective Contributions, as
defined in the Master Plan Document or the Employer's Plan Document, will be
taken into account for purposes of calculating the Actual Deferral Percentages
of Non-Highly Compensated Employees to the extent necessary to meet the Actual
Deferral Percentage test.
ROLLOVER CONTRIBUTIONS
The Plan's Trustee shall be authorized to receive rollover contributions,
--> EVEN IF THE EMPLOYEE HAS NOT MET THE PARTICIPATION REQUIREMENTS OF THE
PLAN AS OF THE DATE OF THE CONTRIBUTION.
5
<PAGE>
================================================================================
VESTING
- --------------------------------------------------------------------------------
PRE-TAX AND/OR AFTER-TAX CONTRIBUTIONS
o Pre-Tax and/or After-Tax Contributions are always 100% vested.
MATCHING CONTRIBUTIONS AND/OR PROFIT SHARING CONTRIBUTIONS
o Matching Contributions and/or Profit Sharing Contributions will vest in
accordance with the following vesting schedule:
Graded Vesting Table
--------------------------------
(1) (2)
YEARS OF VESTED
SERVICE PERCENTAGE
Less than 1 0
--------------------------------
At least 1 20
--------------------------------
GRADED VESTING. Participants are vested
in accordance with the following vesting At least 2 40
schedule: --------------------------------
At least 3 60
--------------------------------
At least 4 80
--------------------------------
At least 5 100
--------------------------------
YEARS OF SERVICE EXCLUDED IN DETERMINING VESTED PERCENTAGES. None.
================================================================================
LOANS
- --------------------------------------------------------------------------------
--> LOANS TO PARTICIPANTS FROM THE PLAN ARE NOT PERMITTED.
================================================================================
IN-SERVICE WITHDRAWALS
- --------------------------------------------------------------------------------
The following provisions will govern the availability of in-service withdrawals
from a Participant's accounts. See Article 9 of the Plan document for additional
details, including definitions and limitations.
o PROFIT SHARING CONTRIBUTIONS. In-service withdrawals from Profit Sharing
Contributions will not be allowed.
o PRE-TAX CONTRIBUTIONS. In-service withdrawals from Pre-Tax Contributions
will only be allowed in case of a financial hardship as such term is defined in
Article 9.1 of the Master Plan Document or the Employer's Individual Plan
Document.
o AFTER-TAX CONTRIBUTIONS. In-service withdrawals from After-Tax
Contributions will be allowed for any reason.
o MATCHING CONTRIBUTIONS. In-service withdrawals from Matching
Contributions will not be allowed.
o ROLLOVER CONTRIBUTIONS. Refer to Article 9 of the Master Plan document.
6
<PAGE>
FINANCIAL HARDSHIP. An in-service withdrawal will be on account of financial
hardship only if the Participant has an immediate and heavy financial need and
the withdrawal is necessary to meet such need. A withdrawal will be deemed to be
on account of an immediate and heavy financial need if it is occasioned by:
o a deductible medical expense incurred by the Participant or his
spouse, children or dependent; (not reimbursed by medical insurance or
otherwise);
o purchase of the Participant's principal residence (not including
mortgage payments);
o tuition payments for the next semester or quarter of post-secondary
education for the Participant or his spouse, child or dependent;
o rent or mortgage payments to prevent the Participant's eviction from
or the foreclosure of the mortgage on his principal residence; or
o such other event or circumstances as the Puerto Rico Secretary of the
Treasury through regulations may permit.
A Participant must establish to the Plan Administrator's satisfaction both that
the Participant has an immediate and heavy financial need and that the
withdrawal is necessary to meet the need.
The Trustee and the Plan Administrator shall agree as to the most convenient way
of administering the financial hardship provisions of the Plan.
A Participant who makes a withdrawal on account of a financial hardship may not
make Pre-Tax Contributions or After-Tax Contributions hereunder (or under any
other Plan maintained by the Employer) for a period of 12 months following the
date of the in-service withdrawal.
PAYMENT. Participants' in-service withdrawal request shall be paid on or before
the last day of each:
--> MONTH
================================================================================
RETIREMENT AGE
- --------------------------------------------------------------------------------
NORMAL RETIREMENT AGE. A Participant will be fully vested and may retire after
the latter of: reaching age 65 or the fifth anniversary of the first day of the
Plan Year in which he/she commenced participation in the Plan.
DISABILITY RETIREMENT. A Participant will be fully vested and may retire before
normal retirement upon becoming disabled.
EARLY RETIREMENT AGE.
--> A PARTICIPANT WILL BE FULLY VESTED AND MAY RETIRE PRIOR TO NORMAL
RETIREMENT AGE UPON REACHING AGE 55 AND COMPLETING 10 YEARS OF SERVICE.
DISTRIBUTION OF VESTED BENEFITS BEFORE RETIREMENT, DEATH OR DISABILITY.
If the Participant terminates his employment with the Employer before reaching
his normal or early retirement age, becoming disable or dying, Participant shall
be allowed to apply for an early distribution of his plan benefits.
7
<PAGE>
================================================================================
DISTRIBUTION OF BENEFITS
- --------------------------------------------------------------------------------
Upon becoming entitled to the distribution of this Plan's benefits, the
Participants or their authorized representative must request from the Employer
that their benefits be distributed. In such request, the Participant, or his or
her authorized representative, must elect one of the following payment
alternatives:
--> LUMP-SUM CASH DISTRIBUTION
================================================================================
TIME OF PAYMENT
- --------------------------------------------------------------------------------
When a Participant retires, becomes disabled or dies, the distribution of his
benefits shall commence:
--> AS SOON AS IT IS ADMINISTRATIVELY FEASIBLE FOLLOWING THE DATE IN WHICH
THE PARTICIPANT REQUESTS THE DISTRIBUTION OF HIS OR HER BENEFITS OR SUCH
AMOUNT BECOMES PAYABLE.
If the Plan Participant terminates his employment for a reason other than death,
disability, or retirement payments shall commence:
--> AS SOON AS IT IS ADMINISTRATIVELY FEASIBLE FOLLOWING THE DATE IN WHICH
THE PLAN PARTICIPANT REQUESTED THE DISTRIBUTION OF HIS OR HER BENEFITS OR
SUCH AMOUNT BECOMES PAYABLE.
================================================================================
INVESTMENT FUNDS
- --------------------------------------------------------------------------------
Investment Funds shall be those selected by the Employer on the separate
Investment Funds Selection Form. All investment instructions as to each
Participant's accounts will be directed by the Participant. However, if no
investment instructions are provided by the Participant, the Participant's
accounts will be invested in equal proportions among the investment funds chosen
by the Employer.
For purposes of the Plan, the Trustee shall be considered as a directed
trustee.
================================================================================
PARTICIPANT'S INVESTMENT INSTRUCTIONS
- --------------------------------------------------------------------------------
--> The Participants will be allowed to modify or suspend their investment
instructions on a monthly basis, other changes may be made on a quarterly basis
(1st of January, April, July and October).
================================================================================
PARTICIPANT'S CONTRIBUTIONS TO THE PLAN
- --------------------------------------------------------------------------------
The Participants will be allowed to modify their pre-tax and/or their
after-tax contributions to the Plan on a quarterly basis (1st of January, April,
July and October).
8
<PAGE>
================================================================================
PLAN ADMINISTRATION
- --------------------------------------------------------------------------------
PLAN ADMINISTRATOR. The Employer is the legal Plan Administrator under ERISA.
Specify one or more officers, partners, Employees or other persons to perform
the functions of the Plan Administrator:
Guillermo L. Martinez, Julio J. Pascual, Edwin Rivera Garcia
- --------------------------------------------------------------------------------
and Angel C. Carballo
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Each person selected must submit a specimen signature. Any such appointment may
be changed by written notice.
================================================================================
MASTER TRUST
- --------------------------------------------------------------------------------
By executing this Adoption Agreement the Employer adopts the Master Trust
established by Banco Popular de Puerto Rico to carry out the purposes of the
Plan and thus retains Banco Popular as Trustee. The terms of the Trust and
corresponding fees are contained in the Banco Popular de Puerto Rico Master
Defined Contribution Retirement Plan, Master Trust and Fee Schedule
respectively, which are incorporated by reference into this Adoption Agreement.
================================================================================
RECORDKEEPER
- --------------------------------------------------------------------------------
By executing this Adoption Agreement, the Employer retains Banco Popular de
Puerto Rico as Record-keeper of the Plan pursuant to the Record-keeping
Agreement and Fee Schedule incorporated by reference into this Adoption
Agreement.
================================================================================
RECORDKEEPER AND TRUSTEE'S FEES
- --------------------------------------------------------------------------------
By executing this Adoption Agreement, the Employer agrees to retain Banco
Popular de Puerto Rico as Recordkeeper and, if applicable, as Trustee of the
Plan, for an initial minimum period of three years. This Agreement shall renew
automatically for an indefinite period of time. The Employer may terminate this
Agreement at any time subject to a written termination notice received by Banco
Popular at least thirty days prior to the effective date of termination. If
termination occurs during the initial three year period, the Employer agrees to
compensate Banco Popular with a termination fee equal to three times the total
annual fees minus any amount already satisfied in connection with the services
rendered since the effective date of this agreement. Banco Popular may change
the Fee Schedule from time to time and shall provide written notification to the
Employer.
================================================================================
VALUATING OF PARTICIPANT'S ACCOUNTS
- --------------------------------------------------------------------------------
--> THE PARTICIPANT'S ACCOUNTS SHALL BE VALUED QUARTERLY.
9
<PAGE>
================================================================================
PARTICIPANT'S ACCOUNT STATEMENTS
- --------------------------------------------------------------------------------
--> THE PARTICIPANTS SHALL BE PROVIDED WITH A STATEMENT OF THEIR ACCOUNT
ON A QUARTERLY BASIS.
================================================================================
EXECUTION OF ADOPTION AGREEMENT
- --------------------------------------------------------------------------------
EMPLOYER
Name of Employer: G M GROUP, INC.
------------------------------------------------------------
Signed: /s/ ANGEL C. CARBALLO
------------------------------------------------------------------------
Print name and title: Angel C. Carballo, Senior Vice President
-----------------------------------------------------------
- --------------------------------------------------------------------------------
Date: January 11, 2000
---------------------------------------------------------------------------
RESPONSIBILITIES OF EMPLOYER
The Employer understands that, by establishing this Plan, it will have certain
legal responsibilities for which neither the Trustee nor the Plan Sponsor will
be responsible. The Employer also understands that it will be solely responsible
for any taxes, costs or expenses arising from the disqualification of the
Employer's Plan. The Employer warrants that it has obtained legal and tax advice
to the extent the Employer deems necessary before signing this Adoption
Agreement.
TRUSTEE
Name of Trustee: BANCO POPULAR DE PUERTO RICO
--------------------------------------------------------------
Address: 209 PONCE DE LEON AVE. SUITE 400 HATO REY PR 00918
--------------------------------------------------------------
Signed: /s/ MARYVETTE VELAZQUEZ TORRES
----------------------------------------------------------
Print name and title: MARYVETTE VELAZQUEZ TORRES
----------------------------------------------------------
VICE PRESIDENT AND TRUST OFFICER
----------------------------------------------------------
Date: January 12, 2000
---------------------------------------------------------------------------
The identifying number for the Banco Popular de Puerto Rico Master Defined
Contribution Retirement Plan document is 01 and for this Adoption Agreement is
102. The Plan Sponsor is (insert Employer's name and address)
GM GROUP, INC. PO BOX 364527, SAN JUAN, PR 00936-4527
- -------------------------------------------------------------------------------.
Banco Popular de Puerto Rico will notify you if it amends or discontinues this
Master Plan.
The Employer should insure that this Adoption Agreement has been filled out
completely and properly. Failure to do so may result in Plan disqualification.
10
<PAGE>
EMPLOYER'S SELECTION OF INVESTMENT FUNDS
----------------------------------------
Employer Name: G M GROUP, INC.
------------------------------------------------------------------
Plan Name: GMG RETIRMENT & SAVINGS PLAN
---------------------------------------------------------------------
The Employer selects the following Investment Funds for the above named plan:
(At least three.)
1. VANGUARD TOTAL BOND MARKET INDEX
---------------------------------------------------------------
2. FIDELITY ADVISOR INSTITUTIONAL EQUITY GROWTH
---------------------------------------------------------------
3. VANGUARD WINDSOR II
---------------------------------------------------------------
4. BANKERS TRUST INVESTMENT INTERNATIONAL EQUITY
---------------------------------------------------------------
5. DREYFUS EMERGING LEADERS
---------------------------------------------------------------
6. POPULAR INC, COMMON STOCK
---------------------------------------------------------------
In San Juan, Puerto Rico on the 11 day of January, 2000.
EMPLOYER
Name of Employer: G M GROUP, INC.
Signed: /s/ ANGEL C. CARBALLO
--------------------------------------------
Print name and Title: Angel C. Carballo, Senior Vice President
Date: January 11, 2000
TRUSTEE
Name of Trustee: BANCO POPULAR DE PUERTO RICO
Signed: /s/ MARYVETTE VELAZQUEZ TORRES
--------------------------------------------
Print name and Title: MARYVETTE VELAZQUEZ TORRES, VICE PRESIDENT
Date: January 12, 2000
11
January 14, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Square
Washington, DC 20549
RE: POPULAR, INC. FORM S-8 REGISTRATION STATEMENT
Ladies and Gentlemen:
We are counsel to Popular, Inc. (the "Company") and have acted as
co-counsel to the Company in connection with the filing by the Company of its
registration statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933 (the "Act") and the rules and regulations promulgated
thereunder (the "Rules and Regulations"). The Registration Statement relates to
40,000 shares of the common stock, par value $6 per share of the Company (the
"Company Stock"), which may be allocated to the accounts of eligible employees
participant in the GMG Retirement & Savings Plan (the "Plan") of GM Group, Inc.,
a wholly owned subsidiary of the Company, and interests therein. The Plan is
subject to the requirements of the Employee Retirement Income Security Act of
1974, as amended ("ERISA").
This opinion, given as of the date hereof, is based upon facts and
conditions presently known and laws and regulations presently in effect, and is
being delivered pursuant to Item 601 of Regulation S-K under the Act as required
by Item 20 of the Registration Statement.
As co-counsel of the Company and in rendering this opinion we have examined
the Plan documents and other related written documentation as we have deemed
necessary or appropriate to provide
<PAGE>
a basis for the opinion set forth below. In our examination, we have assumed the
conformity to original documents submitted to us as photostatic copies, the
genuineness of all signatures and the taking of all required corporate action in
relation with the Plan.
On the basis of the foregoing, we are of the opinion that the provisions of
the written documents constituting the Plan are in compliance with the
requirements of ERISA pertaining to such provisions.
We are members of the bar of the Commonwealth of Puerto Rico and the
opinion set forth herein is limited to matters governed by the Federal laws of
the United States of America. This opinion is being furnished to you solely for
your benefit in connection with the filing of the Registration Statement
pursuant to the Act and the Rules and Regulations and is not to be used,
circulated, quoted, relied upon or otherwise referred to for any other purpose,
without our prior written consent. We hereby consent to the use of this opinion
as an exhibit to the Registration Statement and to the reference to this opinion
under the caption "Legal Opinions" therein.
Very truly yours,
/s/ PIETRANTONI MENDEZ &
ALVAREZ LLP
Pietrantoni Mendez & Alvarez LLP
[PRICEWATERHOUSECOOPERS LOGO]
- --------------------------------------------------------------------------------
PricewaterhouseCoopers LLP
PO Box 363566
San Juan PR 00936-3566
Telephone (787) 754-9000
CONSENT OF INDEPENDENT ACCOUNTS
-------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 5, 1999 relating to the
financial statements, which appears on page F-29 of the 1998 Annual Report to
Shareholders of Popular, Inc., which is incorporated by reference in Popular,
Inc.'s Annual Report on Form 10K for the year ended December 31, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
San Juan, Puerto Rico
January 14, 2000
Exhibit 23.2
[LOGO] HIPOLITO TORRES RIVERA & CO. CPA'S, P.S.C.
CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference of our report dated October
14, 1999 in the Registration Statement on Form S-8 relating to the financial
statements for the years ended December 31, 1997 and 1998, which appears in the
Annual Report of the GMG Retirement and Savings Plan (formerly GM Group, Inc.
CODA Profit Sharing Plan) on the Form 11-K for the year ended December 31, 1998.
/s/ HIPOLITO TORRES RIVERA & CO. CPA'S, P.S.C.
San Juan, Puerto Rico
January 14, 2000
