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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)
Sovereign Bancorp, Inc.
(Name of Issuer)
Common Stock (without par value)
(Title of Class of Securities)
845905 10 8
(CUSIP Number)
Frederick J. Jaindl
Jaindl's Turkey Farm
3150 Coffeetown Road
Orefield, Pennsylvania 18069
(610) 395-3333
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 10, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ].
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- ---------------------
CUSIP NO. 845905 10 8
- ---------------------
- ------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frederick John Jaindl
SS No.: ###-##-####
- ------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 3,210,696.49
SHARES ------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH --==--------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,210,696.49
WITH ------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,210,696.49
- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[X ]
- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ------------------------------------------------------------
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This Amendment No. 17, dated July 12, 1995 (this "Amendment"),
to the Schedule 13D filed by Frederick J. Jaindl (the "Reporting Person")
dated September 3, 1986, as amended by Amendment No. 1 dated March 15,
1989, Amendment No. 2 dated May 12, 1989, Amendment No. 3 dated June 5,
1989, Amendment No. 4 dated August 7, 1989, Amendment No. 5 dated September
1, 1989, Amendment No. 6 dated December 20, 1989, Amendment No. 7 dated
September 4, 1990, Amendment No. 8 dated September 24, 1992, Amendment No.
9 dated May 6, 1993, Amendment No. 10 dated June 1, 1993, Amendment No. 11
dated December 20, 1993, Amendment No. 12 dated January 5, 1994; Amendment
No. 13 dated January 3, 1994, Amendment No. 14 dated January 19, 1994,
Amendment No. 15 dated April 26, 1994 and Amendment No. 16 dated April 27,
1995, (as amended, the "Schedule 13D"), amends and supplements the
Schedule 13D with respect to the common stock, without par value ("Common
Stock"), of Sovereign Bancorp, Inc., a Pennsylvania corporation
("Sovereign"). Capitalized terms used and not defined herein shall have
the meanings set forth in the Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and supplemented by adding thereto the
following:
(a)-(d) Based on the information set forth herein and
information contained in the most recent publicly available filings of
Sovereign with the Securities and Exchange Commission, the Reporting Person
beneficially owns the number and percentage of outstanding shares of Common
Stock listed in his responses to Items 11 and 13, respectively, of the
cover page filed herewith. In addition, the number of shares of Common
Stock which may be deemed beneficially owned by the Reporting Person with
respect to which the Reporting Person (i) has sole voting power,
(ii) shares voting power, (iii) has sole dispositive power and (iv) shares
dispositive power are listed in the responses to Items 7, 8, 9 and 10,
respectively, of the cover page filed herewith. The Reporting Person
expressly disclaims beneficial ownership of Common Stock held by his
children, a charitable trust and various trusts for the benefit of his
grandchildren over which he has no voting or dispositive power. Attached
hereto as Annex A is a schedule of sales of Common Stock by the Reporting
Person since the filing of Amendment No. 16 to the Schedule 13D. The gross
proceeds less commissions from the transactions set forth on Annex A is
$5,788,288.75.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER.
Item 6 is hereby amended and supplemented by adding thereto the
following:
Attached hereto as Annex B is a schedule of call option
contracts sold by the Reporting Person. Each of the American Style Option
Contracts was sold on the Philadelphia Stock Exchange and permits the owner
of each contract to purchase 100 shares of Common Stock at a price of
$12.50 per share at any time on or prior to January 20, 1996, the expiration
date of each such contract. Each of the European Style Option Contracts
permits the owner of each contract to purchase 100 shares of Common Stock
at a price of $12.50 per share on January 19, 1996, the expiration date of
each such contract. A copy of the form of option contract on which the
European Style Option Contracts are based is filed as Exhibit 1 hereto
and is incorporated herein by reference. The foregoing description of the
European Style Option Contracts is qualified in its entirety by reference
to the form of such contract.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and supplemented by adding thereto the
following:
(1) Form of European Style Option Contracts.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: July 12, 1995
/s/ Frederick J. Jaindl
Frederick J. Jaindl
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Annex A
COMMON STOCK TRANSACTIONS AND TRANSFERS
Date Transaction # Shares $/Share
06/16/95 Market Sale 5,000 $9.31
06/19/95 Market Sale 54,000 $9.31
06/19/95 Market Sale 6,000 $9.38
06/19/95 Market Sale 2,600 $9.38
06/20/95 Market Sale 15,000 $9.31
06/20/95 Market Sale 52,500 $9.38
06/20/95 Market Sale 27,500 $9.38
06/21/95 Market Sale 33,327 $9.31
06/21/95 Market Sale 5,000 $9.31
06/22/95 Market Sale 32,500 $9.31
06/27/95 Market Sale 60,000 $9.31
06/27/95 Market Sale 10,000 $9.38
06/28/95 Market Sale 8,459 $9.31
06/28/95 Market Sale 10,000 $9.38
06/28/95 Market Sale 20,000 $9.31
06/28/95 Market Sale 3,000 $9.36
06/28/95 Market Sale 13,000 $9.38
06/28/95 Market Sale 4,000 $9.41
06/28/95 Market Sale 12,300 $9.44
06/29/95 Market Sale 2,400 $9.38
06/30/95 Market Sale 20,000 $9.56
07/10/95 Market Sale 13,000 $10.06
07/10/95 Market Sale 20,000 $10.19
07/10/95 Market Sale 56,000 $10.13
07/10/95 Market Sale 38,000 $10.19
07/10/95 Market Sale 10,000 $10.25
07/10/95 Market Sale 10,000 $10.19
07/10/95 Market Sale 20,000 $10.31
07/10/95 Market Sale 28,500 $10.19
07/11/95 Market Sale 3,000 $10.48
07/11/95 Market Sale 10,000 $10.38
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Annex B
American Style Option Contracts
Date Transaction # Contracts # Shares Price/Share
06/29/95 Market Sale
Call Option 50 5,000 $12.50
06/30/95 Market Sale
Call Option 100 10,000 $12.50
07/07/95 Market Sale
Call Option 150 15,000 $12.50
07/10/95 Market Sale
Call Option 100 10,000 $12.50
07/10/95 Market Sale
Call Option 100 10,000 $12.50
07/11/95 Market Sale
Call Option 60 6,000 $12.50
European Style Option Contracts
Date Transaction # Contracts # Shares Price/Share
07/10/95 Market Sale
Call Option 1,330 133,000 $12.50
07/11/95 Market Sale
Call Option 670 67,000 $12.50
07/11/95 Market Sale
Call Option 150 15,000 $12.50
07/11/95 Market Sale
Call Option 1,850 185,000 $12.50
<PAGE>
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EXHIBIT INDEX
Exhibit No. Description Page No.
1 Form of European Style
Option Contracts
<PAGE> 1
Exhibit 1
CASH SETTLEMENT ONLY FOR A SHARE OR BASKET OPTION
DRAFT DATE: September 27, 1994
______________, 1995
Option Transaction
[Name and Address of Counterparty]
Master Number:
LBF Reference Number:
Gentlemen:
The purpose of this letter agreement (this "Confirmation") is to
confirm the terms and conditions of the Transaction entered into between us
on the Trade Date specified below (the "Option Transaction"). This letter
agreement constitutes a "Confirmation" as referred to in the [ISDA Master
Agreement/Master Agreement for Over-the-Counter Equity Options] specified
below.
FOR ISDA MASTER AGREEMENT USE ONLY: [The definitions and provisions
contained in the 1991 ISDA Definitions as published by the International
Swaps and Derivatives Association, Inc. (formerly known as the
International Swap Dealers Association, Inc.) ("ISDA") are incorporated
into this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation will
govern.]
1. This Confirmation supplements, forms part of, and is subject
to, the [ISDA Master Agreement/Master Agreement for Over-the-Counter Equity
Options] (the "Agreement") to be negotiated between Lehman Brothers Finance
S.A. ("LBF") and ____________ ("Counterparty"). All provisions contained in
the Agreement govern this Confirmation except as expressly modified below.
In addition, this Confirmation shall itself evidence a complete and binding
agreement between you and us as to the terms and conditions of the Option
Transaction to which this Confirmation relates.
2. The terms of the Option Transaction to which this Confirmation
relates are as follows:
General Terms:
[Agent: (include if Option is Lehman Brothers Inc. is confirming as
between LBF and U.S. agent for both Buyer and Seller]
counterpart)
[Agent: (include if Option Lehman Brothers Securities ("LBS") has
originated out of London office) acted as agent for Lehman Brothers
Finance S.A. ("LBF") with respect to
this Option Transaction. LBS is an
affiliate of LBF.]
Trade Date: [ ], 199[ ]
Option Style: [European] [American] Option
Option Type: [Covered Call] [Call] [Put] Option
Seller: [LBF] [Counterparty]
Buyer: [Counterparty] [LBF]
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Underlying [Shares] [Basket]: [ ]
Underlying Currency: [ ]
Quotation Exchange: [ ]
Number of Options: [ ]
Share Entitlement per Option: ____ Underlying [Share] [Basket]
Strike Price: [ ]
Premium: [ ]
Premium Payment Date: [________, 19__]
Exchange Business Day: A day that is (or, but for the
occurrence of a Market Disruption
Event, would have been) a trading day
on the relevant Market Disruption
Exchange(s) other than a day on which
trading on any Market Disruption
Exchange(s) is scheduled to close prior
to its regular weekday closing time.
Seller Business Day: Any day on which commercial banks are
open for business (including dealings
in foreign exchange and foreign
currency deposits)1 in [ ]2.
Currency Business Day: Any day on which commercial banks are
open for business (including dealings
in foreign exchange and foreign
currency deposits) in the principal
financial center(s) for the Settlement
Currency.
Calculation Agent: [specify primary hedger], whose
determinations and calculations shall
be binding in the absence of manifest
error.
Exercise:
Exercise Period: [The Expiration Date]3 [Any Seller
Business Day from and including the
Trade Date to the Expiration Date]4
Expiration Date: [ ]
Exercise Date: The Seller Business Day during the
Exercise Period on which that Option is
or is deemed to be exercised.
Notice of Exercise and Applicable. If the notice of exercise
Written Confirmation: is delivered after [ ]:00 a.m./p.m.
(local time in _______) on a Seller
Business Day, then that notice will be
deemed delivered on the next following
Seller Business Day, if any, in the
Exercise Period.
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Automatic Exercise: If, at the Valuation Time on the
Expiration Date, the Option is
in-the-money, then the Option shall be
deemed automatically exercised unless
the Buyer notifies the Seller to the
contrary.
Multiple Exercise: [Applicable] [Inapplicable]
[Minimum Number of Options:]5 [ ]
[Maximum Number of Options:]5 [ ]
[Options must be Exercised in [ ]
Integral Multiples of:]5
Seller's telephone or [specify primary hedger]
facsimile number and Tel #: __________
contact details for Fax #: __________
purposes of giving notice: cc: Jim Staricco
Tel #: 4122-789-0789
Fax #: 4122-789-1929
Valuation:
Valuation Time: At [the close of trading on the
Quotation Exchange] [ :00 a.m./p.m.
(local time in )]
Valuation Date (in respect of The Exercise Date, provided that such
each Exercise Date):5 day is also an Exchange Business Day;
otherwise, the Valuation Date shall be
the first following day that is an
Exchange Business Day. If there is a
Market Disruption Event on that day,
then the Valuation Date will be
postponed to the first succeeding
Exchange Business Day on which there is
no Market Disruption Event. If there is
a Market Disruption Event on each of
the five Exchange Business Days
immediately following the original
Valuation Date, then the fifth Exchange
Business Day will be the Valuation
Date, notwithstanding the Market
Disruption Event. In that case the
Calculation Agent will use its estimate
in good faith of the market value on
that day of the [Underlying Shares]
[Selected Securities].
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Market Disruption Event: The occurrence or existence during the
Market Disruption Period that ends at
the close of the Market Disruption
Exchange(s) on the Valuation Date of
any of the following events, in the
determination of the Calculation Agent:
The suspension of or material
limitation imposed on trading in For a
Share Option [(1) the Underlying Shares
or (2) any options contracts on the
Underlying Shares.] For a Basket Option
[(1) any of the Selected Securities or
(2) any options contracts on any of the
Selected Securities or (3) any futures
or options contracts on the Related
Index].
Market Disruption Period: One-half hour
Market Disruption [ ]6/7
Exchange(s):
[Related Index: [ ]]7
Settlement:
Method of Settlement: Cash Settlement
Settlement Currency: [The Underlying Currency] [ ]
Conversion Rate: [The average of the [ ]/USD exchange
rate, as quoted by three (3) leading
foreign exchange dealers, mutually
agreed upon by both Buyer and Seller
for their purchase of [ ] at the
Valuation Time on the [relevant]5
Valuation Date.] [Inapplicable] [ ]8
Cash Settlement: Seller shall pay to Buyer the Cash
Settlement Amount, if any, on the Cash
Settlement Payment Date for all Options
exercised or deemed exercised [in
respect of that date]5.
Cash Settlement Amount: An amount, as calculated by the
Calculation Agent, equal to the [Number
of Options]3 [number of Options exercised
on the relevant Exercise Date]5
multiplied by the Strike Price
Differential multiplied by the Share
Entitlement per Option.
Strike Price Differential: FOR A CALL OPTION: [An amount equal to
the greater of (i) the excess of the
price of the Underlying Shares, as
quoted by the Quotation Exchange, at
the Valuation Time on the Valuation
Date, over the Strike Price and (ii)
zero.]
FOR A PUT OPTION: [An amount equal to
the greater of (i) the excess of the
Strike Price over the price of the
Underlying Shares, as quoted by the
Quotation Exchange, at the Valuation
Time on the Valuation Date, and
(ii) zero.]
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Cash Settlement Payment Date: Five (5) Exchange Business Days (the
last one of which must be a Currency
Business Day, or if not, the next
Currency Business Day) after the
[relevant]5 Valuation Date.
Other Provisions:
Counterparty Representation: Counterparty represents that (i) it is
not entering into the Option
Transaction on behalf of or for the
accounts of any other person or entity,
and will not transfer or assign its
obligations under the Option
Transaction or any portion of such
obligations to any other person or
entity except in compliance with
applicable laws and the terms of the
Option Transaction; (ii) it is
authorized to enter into the Option
Transaction and such action does not
violate any laws of its jurisdiction of
organization or residence or the terms
of any agreement to which it is a
party; and (iii) it has reached its own
conclusions about the Option
Transaction, and any legal, regulatory,
tax, accounting or economic
consequences arising from the Option
Transaction, and has concluded that the
Option Transaction is suitable in light
of its own investment objectives,
financial capabilities and expertise.
Settlement Provision: a) Seller's obligations to Buyer under
this Option Transaction, if any, shall
not accrue until Buyer has paid the
Premium in full.
b) All payments under this Option
Transaction will be made without any
deduction or withholding for or on
account of any withholding tax, stamp
tax, or any other tax, duties, fees or
commissions required by any applicable
law.
Offices: [The Office for Counterparty for this
Option Transaction is: _________]
[Inapplicable]
Governing Law: New York
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Transfer: Neither party may transfer any Option,
in whole or in part, without the prior
written consent of the non-transferring
party, which consent shall not be
unreasonably withheld. Notwithstanding
the foregoing, either party may assign
this Option Transaction to any
affiliated entity whose obligations in
respect of such assignment are
guaranteed by the transferor party or,
if the transferor's obligations
hereunder are guaranteed, by the
guarantor of such transferor party's
obligations; provided, however, that
(i) the transferring party will notify
the other party of any such assignment
and (ii) such assignment shall not be
permitted hereunder if, as a result of
the assignment, a payment hereunder
becomes subject to any deduction or
withholding for or on account of any
tax which would not have arisen had
such assignment not been effected.
Guarantee: Lehman Brothers Holdings Inc. shall
unconditionally guarantee to
Counterparty the due and punctual
payment of all amounts payable by LBF
under this Option Transaction as such
payments become due and payable.
Account Details:
Seller's [payment] [delivery]
instructions:
Buyer's [payment] [delivery]
instructions:
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Please confirm that the foregoing correctly sets forth the terms of
our agreement by executing the copy of this Confirmation enclosed for that
purpose and returning it to us or by sending to us a letter substantially
similar to this letter, which letter sets forth the material terms of the
Option Transaction to which this Confirmation relates and indicates your
agreement to those terms.
Yours sincerely,
LEHMAN BROTHERS FINANCE S.A.
By: __________________________
Name:
Title:
By: __________________________
Name:
Title:
Confirmed as of the date
first above written:
[COUNTERPARTY]
By: ___________________
Name:
Title:
Execution time will be furnished upon Counterparty's written request.
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NOTES:
1 If the Seller is not a commercial bank and is located in a city in
which commercial bank holidays may differ from local stock exchange
holidays, add "and which is a scheduled trading day on local stock
exchanges".
2 If LBF is the Seller, specify location of primary hedging center in
addition to Geneva.
3 Include if Option Style is a European Option.
4 Include if Option Style is an American Option.
5 Include if Option Style is an American Option providing for Multiple
Exercise.
6 Specify Market Disruption Exchange(s) on which equities comprising
the Underlying [Shares], [Basket] or [Index], as the case may be, are
traded and any relevant futures and/or options exchanges.
7 Specify Related Index and Market Quotation Exchange(s) if Market
Disruption Event is to extend to a suspension or material limitation
on trading in any futures or options contracts on the Related Index
and Market Quotation Exchange (only with respect to Basket Options).
8 Specify rate, source and time if the Settlement Currency is not the
Underlying Currency.
N.B. The Calculation Agent, with respect to LBF, shall be determined in
accordance with the location of the primary hedging center for the
relevant Transaction:
Primary Hedging Center Calculation Agent
New York Lehman Brothers Inc.
London Lehman Brothers Securities Ltd.
Tokyo Lehman Brothers Securities Ltd.
Hong Kong Lehman Brothers Securities Asia Ltd.
