<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 0-13818
POPULAR, INC. U.S.A. PROFIT SHARING/401(K) PLAN
(Full title of the Plan and address of the Plan,
if different from that of the issuer named below)
POPULAR, INC.
209 MUNOZ RIVERA AVENUE
HATO REY, PUERTO RICO 00918
(Name of issuer of the securities held pursuant to the
plan and the address of principal executive office)
<PAGE> 2
POPULAR, INC.
PROFIT SHARING/401(K) PLAN
(FORMERLY KNOWN AS BANPONCE U.S.A. PROFIT SHARING/
401(K) PLAN)
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Financial Statements:
---------------------
Report of Independent Accountants............................................................ 1
Statements of Net Assets Available for
Benefits as of December 31, 1999 and 1998.................................................... 2
Statement of Changes in Net Assets
Available for Benefits for the period ended December 31, 1999................................ 3
Notes to Financial Statements................................................................ 4-16
Supplemental Schedules:*
Signature......................................................................................... 17
Consent of Independent Accountants................................................................ 18
</TABLE>
* Schedules required by Section 2520.103-10 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under ERISA have been
omitted because they are not applicable.
<PAGE> 3
[PRICEWATERHOUSECOOPERS Letterhead]
PRICEWATERHOUSECOOPERS LLP
203 North LaSalle Street
Chicago IL 60601-1210
Telephone (312) 701-5500
Facsimile (312) 701-6533
REPORT OF INDEPENDENT ACCOUNTANTS
June 23, 2000
To the Participants and Administrator of
Popular, Inc. U.S.A. Profit Sharing/401(K) Plan:
In our opinion, the accompanying statements of net assets available for
benefits and the related statements of changes in net assets available for
benefits present fairly, in all material respects, the net assets available for
benefits of Popular, Inc. U.S.A. Profit Sharing/401(K) Plan (the "Plan") at
December 31, 1999 and 1998 and the changes in net assets available for benefits
for the year ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets Held
for Investment Purposes, Schedule of Reportable Transactions, Schedule of Loans
in Default or Classified as Uncollectible, and Schedule of Nonexempt
Transactions are presented for the purpose of additional analysis and are not
a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
1
<PAGE> 4
POPULAR, INC. U.S.A. PROFIT SHARING/401(K) PLAN
(FORMERLY KNOWN AS BANPONCE U.S.A. PROFIT SHARING/401(K) PLAN)
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
Investments at fair value (See Note 6) $ 20,353,388 $ 8,498,572
Receivables:
Receivables from other plans 3,253,977 --
Employer's contributions 1,974,317 393,567
Participants' contributions 189,744 80,075
Interest and other receivables 18,678 38,642
Due from broker for securities sold 8,552 3,302,259
------------ ------------
Total receivables 5,445,268 3,814,543
------------ ------------
Total assets 25,798,656 12,313,115
------------ ------------
LIABILITIES
Refundable contributions 37,429 56,708
Payable to Trustee 8,527 21,215
Accrued expenses 231 7,332
------------ ------------
Total liabilities 46,187 85,255
------------ ------------
Net assets available for benefits $ 25,752,469 $ 12,227,860
============ ============
</TABLE>
The accompanying notes are an integral
part of these financial statements.
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<PAGE> 5
POPULAR, INC. U.S.A. PROFIT SHARING/401(K) PLAN
(FORMERLY KNOWN AS BANPONCE U.S.A. PROFIT SHARING/401(K) PLAN)
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
FOR THE PERIOD ENDING DECEMBER 31, 1999
<TABLE>
<CAPTION>
1999
------------
<S> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income
Net appreciation in fair value of investments (See Note 6) $ 1,729,955
Dividends 257,328
Interest income, participants' loans 27,136
Interest income investments 59,844
------------
2,074,263
Less investment expenses 2,453
------------
2,071,810
------------
Contributions:
Participants 3,039,699
Rollovers from external sources 310,224
Employer 3,132,437
------------
6,482,360
------------
Transfers in from other plans 6,563,489
------------
Total additions 15,117,659
------------
DEDUCTIONS
Deductions from net assets attributed to:
Benefits paid to participants 1,553,371
Refunded contributions 37,429
Administrative expenses 2,250
------------
1,593,050
------------
Increase in net assets 13,524,609
Net assets available for benefits:
Beginning of year 12,227,860
------------
End of year $ 25,752,469
============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 6
POPULAR, INC. U.S.A. PROFIT SHARING/401(K) PLAN
(FORMERLY KNOWN AS BANPONCE U.S.A. PROFIT SHARING/401(K) PLAN)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 1 - DESCRIPTION OF THE PLAN:
The following brief description of the Popular, Inc. U.S.A. Profit
Sharing/401(k) Plan (the "Popular, Inc. Plan" or "Plan") is provided for
general information. Popular, Inc. is the sponsor of the Plan. Participants
should refer to the Plan document for more complete information.
General
Pioneer Bank & Trust Company Profit Sharing Plan (the "Pioneer Plan") was
established on January 1, 1972, as a qualified defined contribution plan. The
Pioneer Plan was amended and restated, effective January 1, 1976 and again
restated, effective July 1, 1982, to comply with the requirements of the
Employee Retirement Income Security Act of 1974 (ERISA). On July 1, 1989, the
Pioneer Plan was amended to include a cash or deferred arrangement under Section
401(k) of the Internal Revenue Code ("401(k)"). The Pioneer Plan sponsor was
Banco Popular, Illinois, a wholly-owned subsidiary of Popular, Inc.
On March 1, 1997, the Pioneer Plan was restated and converted into a defined
contribution participant-directed plan under the name of BanPonce U.S.A. Profit
Sharing/401(k) Plan (the "Plan"). On October 14, 1998, certain provisions
related to rollover contributions and distributions of the Plan were amended.
During 1998 the employees of Banco Popular, Illinois, Banco Popular, California,
N.A., Banco Popular, Florida, N.A., Banco Popular, Texas N.A., Popular Leasing
U.S.A., Inc. and Banco Popular, FSB participated in the Plan.
Effective January 1, 1999, the entities participating in the Plan merged to form
a single banking entity under the name of Banco Popular North America (the
"Bank").
On January 1, 1999 employees from the Bank, Banco Popular, N.A. (Texas), First
State Bank of Southern California and Gore Bronson Bancorp became eligible to
participate in the Plan. The Plan was also amended to allow for additional
discretionary contributions to be made to the Plan on behalf of participants who
were employees of the New York branch of Banco Popular de Puerto Rico on
December 31, 1998.
On April 30, 1999, the BanPonce U.S.A. Profit Sharing/401(k) Plan adopted the
name of Popular, Inc. U.S.A. Profit Sharing/401(k) Plan (the "Popular, Inc.
Plan" or the "Plan").
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<PAGE> 7
During 1999, the Plan was amended to allow for a merger of assets from Citizens
National Bank Profit Sharing Savings Plan with total assets of $607,998, Banco
Popular de Puerto Rico Employee Stock Plan with total assets of $5,445,596 and
the Gore Bronson Bancorp Profit Sharing Plan and Trust with total assets of
$509,895.
The Popular, Inc. Plan is administered by a committee (the "Plan Committee")
appointed by the Board of Directors of Popular, Inc. A trust was established to
hold and invest all of the assets of the Plan. The trustee for the Popular, Inc.
Plan is the Trust Department of Banco Popular North America (Illinois). The Plan
is subject to the provisions of ERISA.
Purpose
The Popular, Inc. Plan has been established to recognize the effort that
employees of Banco Popular North America have made to the Bank's success.
Eligibility and Vesting
Prior to September 1, 1999, employees were automatically enrolled in the
Popular, Inc. Plan upon the first day of the month coinciding with or next
following the date they became an employee. Beginning September 1, 1999,
employees are automatically enrolled into the Popular, Inc. Plan upon the first
day of the month following 30 days of service. Each employee who was employed by
the Bank on February 28, 1997 was eligible to participate in the Popular, Inc.
Plan. Participants are immediately vested in their voluntary contributions and
earnings thereon. Vesting in the Bank's matching and discretionary contribution
portion of their account plus actual earnings thereon is based on years of
credited service, as defined. A participant begins to vest in the Popular, Inc.
Plan according to the following table:
<TABLE>
<CAPTION>
Years of credited service Vesting percentage
------------------------- ------------------
<S> <C>
Less than 2 0%
2 25
3 50
4 75
5 or more 100
</TABLE>
Contributions
Employees may contribute from 1% to 10% of eligible pre-tax annual compensation
up to $10,000, as defined in the Popular Inc. Plan agreement. Participants may
also contribute amounts representing distributions from other qualified defined
benefit or contributions plans.
The Bank contributes 50 cents for each pre-tax $1 contributed by an employee.
Additionally, the Bank contributes 50 cents for each pre-tax $1 contributed by
an employee that has been invested in the Popular, Inc. Common Stock Fund,
subject to compliance with certain requirements defined in the Plan agreement
(the "Bonus Matching Contribution"). Total contributions from the Bank will not
exceed 6% of the employee's pre-tax compensation. The Bank will also make
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<PAGE> 8
a profit sharing contribution in an amount determined by the Board of Directors
of the Bank. The Bank's profit sharing and 401(a) matching contribution is
limited to the total amount which the Bank can deduct for Federal income tax
purposes.
Participant Accounts
As of the last day of each quarter, net earnings or losses are allocated among
eligible participants in proportion to their account balances relative to the
total of all such account balances as of the previous valuation date, adjusted
for distributions and employee contributions made during the quarter. As of the
last day of the Plan year, the Bank's profit sharing contribution is allocated
to participant accounts based upon the participants' eligible compensation, as
defined and subject to compliance with certain requirements included in the Plan
agreement.
As of the last day of the Plan year, the Bank's additional matching contribution
is allocated based on each employee's contribution, as described above. The
Bank's contributions plus the employee's after-tax and pre-tax contributions are
limited to the lesser of 25% of the employee's eligible compensation or a
maximum amount set annually by Federal authorities.
Investment Options
Upon enrollment in the Popular, Inc. Plan, a participant may direct his/her
investments and reinvestments, other than his/her Bonus Matching Contribution,
in any of nine investment options.
Money Market Fund: Funds are invested in shares of registered
investment companies determined by the
Trustee. For the year 1998, the funds were
invested in the Navigator Money Market Funds
and the Valiant General Money Market Funds.
For the year 1999, this is no longer an
investment option and all assets were
transferred to the M&I Stable Principal
Fund.
M&I Stable Principal Fund This fund's objective is to maintain safety
of principal while generating a level of
current income generally exceeding that of a
money market fund. This fund primarily
invests in traditional and synthetic
investments contracts.
PIMCO Total Return Fund: This fund invests mainly in fixed income
securities, seeking maximum return,
consistent with preservation of capital and
prudent investment management.
Vanguard Wellington Income Fund: This fund seeks to conserve capital and to
provide moderate long-term growth in capital
and income by investing in common stocks and
debt securities.
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<PAGE> 9
Davis New York Venture Fund: This fund's investment objective is growth
of capital. The fund ordinarily invests in
common stocks.
T. Rowe Price Mid-Cap Growth Fund: This fund seeks long-term capital
appreciation through investments in
medium-sized growth companies.
Fidelity Growth & Income Fund: This fund seeks long-term growth, current
income and long-term growth of income
consistent with reasonable investment risk
by investing in common stocks and corporate
bonds.
Vanguard 500 Index Fund: This fund seeks investment results that
correspond to the price and yield
performance of the S&P 500 Index.
Ivy International Fund: This fund invests in foreign stocks, seeking
long-term capital growth.
Popular Inc. Common Stock: During 1998, this fund invests in common
stock of Popular, Inc. During 1999 this
option became a unitized fund and was
renamed Popular, Inc. Common Stock Fund
which consists of two kinds of assets:
Popular Inc. Common Stock and cash. Cash
consists of funds temporarily invested in
the Marshall Money Market Fund.
Temporary Investments
Temporary investments represent contributions received by the trust from the
Bank but not yet invested as directed by the participants. The funds are
invested in a money market fund while transactions are processed. During 1998
and 1999 funds were invested in the Marshall Money Market Fund.
Participant Loans
Participants may borrow against their fund accounts a minimum of $500 up to a
maximum of the lesser of $50,000 or 50% of the vested portion of the
participant's equity in the Popular, Inc. Plan, and limited in amount by
specific regulations. Loans are charged a reasonable interest rate, which is
determined by the Plan Committee and which meets all regulatory requirements.
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<PAGE> 10
Distributions
Distributions may occur for termination, retirement, disability, or death. The
Popular, Inc. Plan provides that benefits be distributed in one of the following
manners as selected by the participant or beneficiary: (a) payment in one single
sum; or (b) payment in substantially equal installments determined by the
participant or beneficiary.
Plan Termination
Although it has not expressed any intent to do so, the sponsor may terminate the
Popular, Inc. Plan for any reason at any time, in which event there shall be no
employer duty to make contributions. In the event of termination, all
participants become fully vested and have a nonforfeitable right to their full
account balance.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Presentation
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles. A description of the more significant
accounting policies follows.
Valuation of Investments
Plan investments are stated at fair value, with the exception of M&I Stable
Principal Fund that is stated at contract value, which approximates fair value.
Shares of registered investment companies are valued at quoted market prices
which represent the net asset value of shares held by the Plan at year end.
Popular Inc. Common Stock is valued at its quoted market price.
The registered investment companies retain and reinvest all dividends. Such
undistributed income is included in the statement of changes in net assets
available for plan benefits and is recorded as an increase in the cost basis of
fund units held at year end in the statement of net assets available for plan
benefits.
Temporary investments are stated at cost, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
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<PAGE> 11
Investment Income
Interest income on temporary investments is recorded on the accrual basis. Net
gain on investments is a combination of net realized gains (losses) and the
change in unrealized appreciation (depreciation) from the previous year end.
Dividends are recorded on the ex-dividend date.
Administrative Expenses
Trust fees directly attributable to the Plan are paid by the Plan. Legal and
other administrative expenses are paid by the Bank and, accordingly, have not
been reflected in the Plan's financial statements.
Payment of Benefits
Benefits are recorded when paid.
Forfeited Accounts
At December 31, 1999, forfeited nonvested accounts totaled $165,831. These
accounts were used to reduce Employer contributions.
NOTE 3 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:
The following is a reconciliation of net assets available for benefits as
presented in the financial statements to the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31,
1999 1998
<S> <C> <C>
Net assets available for benefits per the financial
statements $ 25,752,469 $ 12,227,860
Amounts allocated to withdrawing participants (75,450) --
------------ ------------
Net assets available for benefits per the Form 5500 $ 25,677,019 $ 12,227,860
============ ============
</TABLE>
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<PAGE> 12
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1999
<S> <C>
Benefits paid to participants per the financial statements $1,553,371
Add: Amounts allocated to withdrawing participants at
December 31, 1999 75,450
Less: Amounts allocated to withdrawing participants at
December 31, 1998 --
----------
Benefits paid to participants per the Form 5500 $1,628,821
==========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
NOTE 4 - INCOME TAXES:
The Popular, Inc. U.S.A. Profit Sharing/401(k) Plan received a favorable
determination letter from the Internal Revenue Service, dated April 7, 1999,
indicating that it qualified under Section 401(a) of the Internal Revenue Code.
NOTE 5 - USE OF ESTIMATES:
The preparation of financial statements in conformity with generally accepted
accounting principles requires the Plan administrator to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of additions and
deductions to net assets during the reporting period. Actual results could
differ from these estimates.
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<PAGE> 13
NOTE 6 - INVESTMENTS HELD:
Investments held by the Plan are summarized below. Those investments that
represent 5 percent or more of the Plan's net assets at the end of the year are
noted with an asterisk (*). Those investments that are nonparticipant-directed
are noted with two asterisks (**). Those investments that include participant
and nonparticipant-directed investments are noted with a plus sign (+).
<TABLE>
<CAPTION>
DECEMBER 31, 1999 DECEMBER 31, 1998
---------------------------- --------------------------
SHARES/UNITS FAIR VALUE SHARES/UNITS FAIR VALUE
<S> <C> <C> <C> <C>
Temporary investments:
Marshall Money
Market Fund** -- $ -- 58,353 $ 58,353
------------ ------------
Shares of registered investment
companies:
Valiant General Money
Market Fund -- -- 474,988 474,988
M&I Stable Principal Fund 679,778 679,778
PIMCO Total Return Fund 88,150 872,683 -- --
Vanguard Wellington
Income Fund 83,152 2,324,919* -- --
Davis New York Venture Fund 66,596 1,915,297* 62,178 1,555,065*
T. Rowe Price Mid-Cap
Growth Fund 40,617 1,629,952* 39,758 1,354,964*
Fidelity Growth & Income Fund 8,676 409,182
Vanguard 500 Index Fund 4,220 571,146
Ivy International Fund 13,893 654,214 11,960 492,753
Popular Inc. Common Stock Fund+ 356,209 10,796,206*
Popular Inc. common stock+ -- -- 122,075 4,150,550*
------------ ------------
19,853,377 8,028,320
Participant loans 500,011 411,899
------------ ------------
Total $ 20,353,388 $ 8,498,572
============ ============
</TABLE>
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<PAGE> 14
Information about the significant components of the changes in net assets
relating to the nonparticipant-directed investments is as follows:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1999
<S> <C>
Changes in Net Assets:
Contributions $ 5,791,981
Dividends --
Net depreciation (56,161)
Benefit paid to participants (27,754)
Transfers to participant-directed
investments (5,074,101)
------------
$ 633,965
============
</TABLE>
During 1999, the Plan's investments (including gain and losses on investments
bought and sold, as well as held during the year) appreciated (depreciated) in
value by $1,729,955 as follows:
<TABLE>
<S> <C>
Mutual funds $ 2,992,698
Common stock fund (1,262,743)
------------
$ 1,729,955
============
</TABLE>
The M&I Stable Principal Fund is fully benefit responsive. The average yield for
the year ended December 31, 1999 is 5.99%. The crediting interest rate as of
December 31, 1999 is 6.05%. The frequency and basis for determining the
crediting interest rate resets are daily and accrual/units, respectively. There
are no valuation reserves recorded to adjust the contract amounts. There is no
minimum crediting interest rate under the terms of the contracts. There are no
limitations or guarantees on the contracts.
NOTE 7 - NONEXEMPT TRANSACTIONS:
During 1998 and 1999, the Bank withheld contributions for various participants
in the Plan but did not remit those contributions to the Plan within fifteen
days following the month of the withholding. In accordance with Department of
Labor regulations, the delay on the remittance of these contributions resulted
in a prohibited loan to the Bank. Subsequently, the Bank corrected these
prohibited transactions.
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<PAGE> 15
Schedule I
POPULAR, INC. U.S.A. PROFIT SHARING/401(k) PLAN
(Formerly known as BanPonce U.S.A. Profit Sharing/401(k) Plan)
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT YEAR END
DECEMBER 31, 1999
<TABLE>
<CAPTION>
DESCRIPTION COST CURRENT VALUE
--------------------------- ------------ -------------
<S> <C> <C> <C>
M&I Stable Principal Fund 679,778 shares $ 679,778 $ 679,778
PIMCO Total Return Fund 88,150 shares 921,483 872,683
Vanguard Wellington Income Fund 83,152 shares 2,454,910 2,324,919
Davis NY Venture Fund 66,596 shares 1,422,904 1,915,297
T. Rowe Price Mid-Cap Growth Fund 40,617 shares 1,109,359 1,629,952
Fidelity Growth & Income Fund 8,676 shares 399,070 409,182
Vanguard 500 Index Fund 4,220 shares 520,911 571,146
Ivy International Fund 13,893 shares 562,498 654,214
Popular Inc. Common Stock Fund 356,209 units 8,596,521 10,796,206
Participant Loans* Interest rates range between
8.75% and 10.5% 500,011 500,011
------------ ------------
Total $ 17,167,445 $ 20,353,388
============ ============
</TABLE>
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<PAGE> 16
Schedule II
POPULAR INC. USA PROFIT SHARING/401(K) PLAN
(Formerly known as BanPonce U.S.A. Profit Sharing/401(k) Plan)
SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Current Value
Identity of Purchase Selling Cost of on Transaction Net
Party Involved Description of Assets Price Price Asset Date Gain/Loss
--------------------- --------------------- ---------- ---------- ---------- -------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Marshall Money Market Temporary investments $5,015,748 $5,015,748 $5,015,748 --
Marshall Money Market Temporary investments $5,025,315 5,025,315 5,025,315 --
</TABLE>
Transactions or series of transactions in excess of 5 percent of the current
value of the Plan's assets as of January 1, 1999 as defined in section
2520.103-6 of the Department of Labor Rules and Regulations for Reporting and
Disclosure under ERISA.
- 14 -
<PAGE> 17
Schedule III
POPULAR INC. USA PROFIT SHARING/401(K) PLAN
(Formerly known as BanPonce U.S.A. Profit Sharing/401(k) Plan)
SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS IN DEFAULT OR CLASSIFIED
AS UNCOLLECTIBLE
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Amount received during
reporting year
Original ----------------------
Identity and address of amount of Unpaid balance
obligor loan Principal Interest at end of year
------------------------------ --------- --------- -------- --------------
<S> <C> <C> <C> <C>
Heidi Toman(*)
4156 South Park Avenue
Brookfield, IL 60513 4,950 -- -- 4,950
Joseph Piscitello(*)
1800 S Linden Park Ridge, IL
60068 21,065 -- -- 21,065
Diana Schultz(*)
1613 N 43rd Avenue Stone
Park, IL 60165 20,486 -- -- 20,486
Jacquelin Jones(*)
433 South Lombard Oak
Park, IL 60302 4,936 126 231 4,811
Elizabeth Even(*)
3727 Equation Road #12
Pomona, CA 91767 8,000 995 531 7,005
Cristina Arellano(*)
2635 Silver Creek Franklin
Park, IL 60131 4,748 1,846 390 2,900
<CAPTION>
Amount overdue
-----------------------
Identity and address of Detailed description of loan including dates of making
obligor and maturity, interest rate and other material items Principal Interest
------------------------------ ------------------------------------------------------ --------- --------
<S> <C> <C> <C>
Heidi Toman(*)
4156 South Park Avenue
Brookfield, IL 60513 Issued 10/31/98, rate 8.75%, matures 269 494
Joseph Piscitello(*)
1800 S Linden Park Ridge, IL
60068 Issued 5/15/98, rate 10.5%, matures 6,775 3,075
Diana Schultz(*)
1613 N 43rd Avenue Stone
Park, IL 60165 Issued 7/31/98, rate 10.5%, matures 5,753 2,487
Jacquelin Jones(*)
433 South Lombard Oak
Park, IL 60302 Issued 12/31/98, rate 8.75%, matures 111 191
Elizabeth Even(*)
3727 Equation Road #12
Pomona, CA 91767 Issued 12/31/98, rate 10%, matures 447 232
Cristina Arellano(*)
2635 Silver Creek Franklin
Park, IL 60131 Issued 9/30/98, rate 10.5%, matures 429 58
</TABLE>
(*) Party in interest to the Plan
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<PAGE> 18
Schedule IV
POPULAR INC. USA PROFIT SHARING/401(K) PLAN
(Formerly known as BanPonce U.S.A. Profit Sharing/401(k) Plan)
SCHEDULE OF NONEXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
IDENTITY OF PARTY RELATIONSHIP TO THE PLAN DESCRIPTION OF TRANSACTIONS
INVOLVED
-------------------- ------------------------ ---------------------------------------------
<S> <C> <C>
Banco Popular North Employer Improper loan from Plan to employer
America for failure to timely remit employees'
withheld contributions to the Plan.
<CAPTION>
IDENTITY OF PARTY (1)COST OF ASSET (2)CURRENT VALUE OF ASSET
INVOLVED
-------------------- ---------------- -------------------------
<S> <C> <C>
Banco Popular North $ 78,765 $ 78,864
America
</TABLE>
(1) The cost of asset represents the back contributions remitted to the
Plan by the Bank on February 1, 2000 for the period December 31, 1999
for various plan participants.
(2) The current value of assets represents the back contributions and the
interest earned by the Bank for the period of the Bank's prohibited use
of the participants' contributions.
- 16 -
<PAGE> 19
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the persons who administer the employee benefit plan have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
POPULAR, INC. U.S.A. PROFIT SHARING/
401(K) PLAN
(Name of Plan)
By: /s/ Maria Isabel Burckhart
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Maria Isabel Burckhart
Authorized Representative
By: /s/ Jorge A. Junquera
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Jorge A. Junquera
Authorized Representative
in the United States
Date: June 26, 2000
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