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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) April 24, 1995
SOVEREIGN BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 0-16533 23-2453088
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Ident. No.)
1130 Berkshire Boulevard, Wyomissing, Pennsylvania 19610
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610) 320-8400
N/A
(Former name or former address, if changed since last report.)
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Item 6. Resignations of Registrant's Directors.
On April 24, 1995, Sovereign Bancorp, Inc. ("Sovereign")
announced that its Board of Directors had elected Richard E. Mohn
as Chairman of the Board to succeed Frederick J. Jaindl, who
unexpectedly resigned earlier that day as Chairman and as a
Director of Sovereign. Mr. Mohn has been a member of Sovereign's
Board of Directors since 1989 and has served as Chairman of
Sovereign Bank, a Federal Savings Bank, Sovereign's wholly-owned
subsidiary, since 1989. Mr. Jaindl and certain other directors
of Sovereign had been engaged in a policy dispute which resulted
in litigation by Sovereign in December 1993 against Mr. Jaindl
and certain other directors, which litigation was settled in
January 1994 upon execution of an agreement by and among all of
the then existing directors and Sovereign. Mr. Jaindl, in his
letter of resignation, cited differences of view between
Mr. Jaindl and other directors relating to Sovereign's
operations, policies and practices, including the "proper level
of tangible capital, interest rate sensitivity and use of
derivatives," and matters of corporate governance and strategic
direction, as reasons in support of his resignation. Sovereign's
Board has considered these differences and has determined
Mr. Jaindl's concerns to be without merit, and believes that
Mr. Jaindl's resignation is a residual result of the 1993
litigation.
The letter of resignation, dated April 24, 1995, of
Mr. Jaindl, is attached hereto as Exhibit 17.
The press release, dated April 24, of Mr. Jaindl, resigning
as Chairman of the Board and as a director of Sovereign, is
attached hereto as Exhibit 99.1.
The press release, dated April 24, 1995, of Sovereign,
regarding Mr. Jaindl's resignation and Mr. Mohn's election as
Chairman of the Board is attached hereto as Exhibit 99.2.
Item 7. Financial Statements and Exhibits.
(a) Exhibits.
The following exhibits are filed herewith:
17 Letter, dated April 24, 1995, from Frederick J.
Jaindl to the Board of Directors of Sovereign
Bancorp, Inc.
99.1 Press Release, dated April 24, 1995, of
Frederick J. Jaindl.
99.2 Press Release, dated April 24, 1995, of Sovereign
Bancorp, Inc.<PAGE>
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.
SOVEREIGN BANCORP, INC.
Dated: April 28, 1995
By /s/ Jay S. Sidhu
Jay S. Sidhu
President and Chief Executive
Officer
<PAGE>
EXHIBIT INDEX
Page Number
In Manually
Signed
Exhibit Number Original
17 Letter, dated April 24, 1995,
of Frederick J. Jaindl to the
Board of Directors of Sovereign
Bancorp, Inc.
99.1 Press Release, dated April 24,
1995, of Frederick J. Jaindl.
99.2 Press Release, dated April 24,
1995, of Sovereign Bancorp, Inc.
EXHIBIT 17
Sovereign Bancorp
Frederick J. Jaindl
Chairman of the Board
April 24, 1995
Board of Directors
Sovereign Bancorp, Inc.
1130 Berkshire Boulevard
Wyomissing, Pennsylvania 19610
Dear Gentlemen:
Please be advised that I am resigning as Chairman and as a
director of Sovereign Bancorp, Inc. effective immediately.
Although I am honored to have had the opportunity to serve
the Sovereign shareholders for seven years, I regret that I have
no choice but to resign at this time. The reasons for my
resignation include:
- unreconcilable differences with Mr. Sidhu and other
directors relating to what I perceive as good corporate
governance, including the independence of directors
from management
- differences with Mr. Sidhu and other directors
regarding the risk profile of Sovereign, including the
proper level of tangible capital, interest rate
sensitivity and use of derivatives
- what I perceive to be an unwillingness of Mr. Sidhu and
other directors to pursue seriously an affiliation with
a larger institution, or to explore seriously
alternative strategic directions with investment
bankers
- the ineradicable sense of mistrust and hostility
resulting from senior management's unprecedented
lawsuit against me and two fellow directors
For some time, I had clung to a hope that these differences
could be resolved. Recent developments, however, have convinced
me that a resolution is beyond accomplishment. I was
particularly distressed that all but one of the other directors
opposed the nomination of Mr. Haberberger, which not only
violated the Memorandum of Understanding, the purported framework
for a reconciliation, but deprived Sovereign of a highly capable
and independent director.
So that there can be no question, this letter constitutes a
description of a disagreement with registrant (Sovereign) on
matters relating to registrant's operations, policies and within
the meaning of Item 6 of Form 8-K, and I hereby request that the
matter be disclosed.
I wish the best of luck to all shareholders of Sovereign.
Sincerely yours,
/s/ Fred J. Jaindl
EXHIBIT 99.1
NEWS
RELEASE
FOR IMMEDIATE RELEASE
Contact:
Phone:
FAX:
JAINDL RESIGNS FROM SOVEREIGN
Fred J. Jaindl today announced that he had resigned as
Chairman and as a director of Sovereign Bancorp, Inc. Mr. Jaindl
issued the following statement: "After considerable
deliberation, I have concluded that it is not possible to
reconcile fundamental differences between my views and those of
Sovereign's senior management and other directors regarding
maximization of shareholder value, corporate governance and the
company's strategic direction. In these circumstances, I believe
that it is appropriate to resign as Chairman and as a director."
EXHIBIT 99.2
DATE: April 24, 1995
FOR IMMEDIATE RELEASE
SOVEREIGN FOR FURTHER INFORMATION CONTACT:
BANCORP Jay S. Sidhu (610) 320-8416
Karl D. Gerhart (610) 320-8437
Richard A. Elko (610) 320-8434
SOVEREIGN BANCORP
NAMES RICHARD MOHN CHAIRMAN
WYOMISSING, PA... Sovereign Bancorp, Inc. (NASDAQ-NMS-SVRN)
("Sovereign"), announced that Richard E. Mohn has been named
Chairman of the Board to succeed Mr. Frederick J. Jaindl, who
unexpectedly resigned as Chairman and as a Director this morning,
after being re-elected for a 3 year term by shareholders last
Thursday. Mr. Mohn, a resident of Lancaster, has served on
Sovereign's Board since its creation in 1987, and has been the
Chairman of the Board of Sovereign Bank, FSB, since 1989. Prior
to that, Mohn served on the Board of Sovereign's predecessor,
Penn Savings Bank since 1981.
Mr. Mohn is also Chairman of Cloister Spring Water Company
located in Lancaster, Pennsylvania. He is a graduate of Valley
Forge Military Academy, Duke University, and received his M.B.A.
from Temple University.
"Mr. Jaindl cited differences in view with the Board on
matters relating to Sovereign's operations, policy and practices
publicly and in his letter of resignation," said Sidhu.
"Sovereign's Board and management disagree with Mr. Jaindl's
assessments and are united in their support of Sovereign's
operations, policy and strategy. I believe Mr. Jaindl's
resignation is a residual result of litigation instituted by
Sovereign against Mr. Jaindl, former Director Arthur A.
Haberberger and present Director Lawrence W. O'Neill in December
1993," continued Sidhu.
- The End -
