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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) July 6, 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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<PAGE>
Item 6. Resignations of Registrant's Directors.
On July 8, 1995, Sovereign Bancorp, Inc. ("Sovereign")
announced that director Lawrence W. O'Neill had resigned
effective June 30, 1995. The press release, dated July 8, 1995,
of Sovereign, regarding Mr. O'Neill's resignation is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
The letters of resignation, dated June 30, 1995, of
Mr. O'Neill, are attached hereto as Exhibits 17.1 and 17.2,
respectively.
Item 7. Financial Statements and Exhibits.
(a) Exhibits.
The following exhibits are filed herewith:
17.1 Letter, dated June 30, 1995, of Lawrence W.
O'Neill to the Board of Directors of
Sovereign Bancorp, Inc.
17.2 Letter, dated June 30, 1995, of Lawrence W.
O'Neill to the Board of Directors of
Sovereign Bancorp, Inc.
99.1 Press Release, dated July 7, 1995, of
Sovereign Bancorp, Inc.
99.2 Letter, dated April 24, 1995, from
Frederick J. Jaindl to the Board of Directors
of Sovereign Bancorp, Inc. (Incorporated by
reference to Exhibit 99.1 of Sovereign's
Current Report on Form 8-K, filed with the
Commission on April 28, 1995.)
99.3 Press Release, dated April 24, 1995, of
Sovereign Bancorp, Inc. relating to
resignation of Frederick J. Jaindl.
(Incorporated by reference to Exhibit 99.2 of
Sovereign's Current Report on Form 8-K, filed
with the Commission on April 28, 1995.)<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: July 10, 1995
By /s/ Lawrence M. Thompson, Jr.
Lawrence M. Thompson, Jr.
Secretary<PAGE>
EXHIBIT INDEX
Page Number
In Manually
Signed
Exhibit Number Original
17.1 Letter, dated June 30, 1995,
of Lawrence W. O'Neill to the
Board of Directors of Sovereign
Bancorp, Inc.
17.2 Letter, dated June 30, 1995,
of Lawrence W. O'Neill to the
Board of Directors of Sovereign
Bancorp, Inc.
99.1 Press Release, dated July 7, 1995,
of Sovereign Bancorp, Inc.
EXHIBIT 17.1
LAWRENCE W. O'NEILL
449 Wedgewood Drive, Easton, Pennsylvania 18042
June 30, 1995
Board of Directors
Sovereign Bancorp
I resign.
/s/ Larry O'Neill
EXHIBIT 17.2
LAWRENCE W. O'NEILL
449 Wedgewood Drive, Easton, Pennsylvania 18042
June 30, 1995
Board of Directors
Sovereign Bancorp
1130 Berkshire Boulevard
Wyomissing, Pennsylvania 19610
Dear Board Members:
Please be advised that I am resigning as a Director of Sovereign
Bancorp, Inc. effective immediately.
The reasons for my resignation included those stated by
Mr. Jaindl in his April 24, 1995 resignation letter to the board
and differences with the other Directors regarding the board's
response to the November purchases of approximately 40,000 shares
of Sovereign stock by Mr. Sidhu and Mr. Mohn only one day before
board approval and three business days before Sovereign's public
announcement of a 4,000,000 share buyback by Sovereign's
leveraged ESOP.
This letter constitutes a description of a disagreement with
registrant (Sovereign) on matters relating to registrant's
operations and policies. Within the meaning of Item 6 of Form
8-K, I hereby request that the matter be disclosed.
Sincerely yours,
/s/Larry O'Neill
Larry O'Neill
EXHIBIT 99.1
DATE: July 8, 1995
FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION CONTACT:
Jay S. Sidhu (610) 320-8415
Richard E. Elko (610) 320-8434
Linda Hagginbottom (610) 320-8498
LAWRENCE W. O'NEILL RESIGNS
AS DIRECTOR OF SOVEREIGN BANCORP
WYOMISSING, PA., Sovereign Bancorp, Inc. (NASDAQ-NMS-
SVRN), parent company of Sovereign Bank, FSB ("Sovereign")
announced today that Lawrence W. O'Neill has resigned as a
director of Sovereign Bancorp, Inc., effective June 30, 1995.
Sovereign believes that Mr. O'Neill's resignation, as well as the
prior resignations of former directors Frederick J. Jaindl and
Arthur A. Haberberger, represent a continuation of a policy
dispute underlying litigation commenced by Sovereign against them
in December 1993.
Mr. O'Neill, along with Mr. Jaindl and Mr. Haberberger, had
been engaged in a policy dispute over Sovereign's strategic
direction with other Board members, including Sovereign's CEO,
Jay S. Sidhu, and Sovereign's present Chairman, Richard E. Mohn,
which resulted in litigation, commenced by Sovereign in December
1993 against Mr. O'Neill, Mr. Jaindl, and Mr. Haberberger. This
litigation was settled in January, 1994. Mr. Jaindl resigned
from Sovereign's Board in April, 1995, and Mr. Haberberger
resigned in September, 1994.
One of Mr. O'Neill's letters of resignation includes, as the
reason for his resignation, the reasons set forth in Mr. Jaindl's
letter of resignation relating to differences and disagreements
with other directors relating to certain of 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. Sovereign's Board previously considered these reasons
and the concerns which underlie them and unanimously believed
them to be without merit. Mr. O'neill's letter of resignation
also alleges a "difference" with other directors over the
"response" of Sovereign's Board to purchases of stock by
Mr. Sidhu and Mr. Mohn during November 1994. In January 1995,
Mr. Jaindl brought to the attention of Sovereign's Board a
letter, allegedly signed by a person he refused to identify,
suggesting that certain transactions in Sovereign securities by
Mr. Sidhu, executed in mid-November 1994 after approval by
Sovereign's inside counsel, violated Sovereign's Code of Conduct
and federal securities laws in light of Sovereign's approval
shortly thereafter, of the leveraging, from time to time, of
Sovereign's ESOP to permit the purchase of up to four million
shares of Sovereign's common stock by an independent trustee over
an indefinite period of time, in the market. Sovereign's Board,
including Mr. O'Neill, directed its regular outside counsel to
review the matter and report back to Sovereign's Board. On
January 30, 1995, outside counsel reported, among other things,
that in its view, such securities transactions, as well as
certain securities transactions effected by Mr. Mohn, also
executed after approval by inside counsel, did not violate
Sovereign's Code of Conduct or the federal securities law.
Shortly thereafter, Mr. O'Neill questioned outside counsel's
independence and conclusions and suggested that the matter be
turned over to another law firm. In response to Mr. O'Neill,
Sovereign's Ethics Committee then retained special counsel,
nationally recognized in matters involving insider trading, and
an investment banking firm, both with no prior relationship to
Sovereign, to review regular outside counsel's opinion and to
expand upon regular outside counsel's review. On February 22,
1995, Sovereign's Ethics Committee submitted to Sovereign's
Board, its final report, supported by the opinions of special
counsel and the investment banking firm, reaffirming regular
outside counsel's conclusions. This report was unanimously
approved by Sovereign's Board, including Mr. O'Neill.
Sovereign believes that Mr. O'Neill's and Mr. Jaindl's
disagreements with Sovereign's Board relating to operations,
policies, and practices, as well as Mr. O'Neill's "differences"
with the Sovereign Board relating to its "response" to the
aforementioned securities transactions also represent a
continuation of the policy dispute underlying the 1993
litigation.
Commenting on these resignations, Sovereign's Chairman,
Richard E. Mohn said, "We regret all disruptions at Sovereign
over the past months. I am very confident there will be absolute
focus at Sovereign to assure maximizing value for all our
shareholders."
THE END
