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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)
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)
April 24, 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
- ---------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frederick John Jaindl
SS No.: ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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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
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7 SOLE VOTING POWER
NUMBER OF 3,815,782.49
SHARES ----------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ----------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,815,782.49
WITH ----------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,815,782.49
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[X ]
- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ------------------------------------------------------------
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This Amendment No. 16, dated April 27, 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, 1994, Amendment No. 12 dated January 5, 1994; Amendment
No. 13 dated January 3, 1994, Amendment No. 14 dated January 19, 1994 and
Amendment No. 15, dated April 26, 1994, (as amended, the "Schedule 13D"),
amends the Schedule 13D with respect to the common stock, without par value
("Common Stock"), of Sovereign Bancorp, Inc., a Pennsylvania corporation
("Sovereign"), by adding the following information under the items
indicated:
Item 1. Security and Issuer
This Amendment relates to the Common Stock, without par value,
of Sovereign. Sovereign's principal executive offices are located at 1130
Berkshire Boulevard, Wyomissing, Pennsylvania 19610.
Item 2. Identity and Background
(a)-(c), (f) The Reporting Person is Frederick J. Jaindl. The
Reporting Person's business address is c/o Jaindl's Turkey Farm, 3150
Coffeetown Road, Orefield, Pennsylvania 18069. The Reporting Person's
present principal occupation is as sole proprietor of Jaindl's Turkey Farm.
The principal business of Jaindl's Turkey Farm is the growing and breeding
of turkeys. The Reporting Person is a United States citizen.
(d)-(e) During the last five years, the Reporting Person has
not been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) nor has the Reporting Person been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
as a result of which the Reporting Person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any
violation of such law.
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Item 3. Source and Amount of Funds or Other Consideration.
Except as otherwise set forth in the Schedule 13D or this
Amendment, the Common Stock beneficially owned by the Reporting Person was
acquired (i) in open market purchases, (ii) pursuant to the stock-for-stock
merger of Valley Federal Savings and Loan Association ("Valley Federal")
with Sovereign, in which shares of common stock of Valley Federal owned by
the Reporting Person were converted into the right to receive Common Stock,
(iii) through dividends, splits or other distributions of Common Stock by
Sovereign with respect to outstanding Common Stock, or (iv) through the
reinvestment of cash dividends distributed by Sovereign pursuant to the
Reporting Person's participation in Sovereign's Dividend Reinvestment Plan.
The Common Stock purchased by the Reporting Person was purchased with funds
(i) from income and other distributions from the Reporting Person's
principal business and other businesses and investments and (ii) as
previously disclosed in the Schedule 13D, borrowed pursuant to margin loans
with Legg Mason Wood Walker Inc. ("Legg Mason") and Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch"). The margin loan with Legg
Mason is secured by Common Stock. The margin loan with Merrill has been
repaid in full and the Common Stock secured pursuant thereto has been
released. The Reporting Person has also used Common Stock to secure loans
from PNC Bank N.A. and Meridian Bank to, and letters of credit from
Meridian Bank and Keystone Farm Credit for the benefit of, his principal
business and other businesses.
Item 4. Purpose of Transaction.
(a)-(j) The Reporting Person initially acquired Common Stock
for investment purposes and has from time to time assessed his investment
in Sovereign. As set forth in Amendment 15 to the Schedule 13D, on
April 26, 1994, following a review of his investment in Sovereign, the
Reporting Person determined to sell shares of Common Stock from time to
time in one or more transactions based on, among other things, then current
market conditions. Since such date, the Reporting Person has sold or
otherwise transferred Common Stock as set forth on Annex A hereto. The
Reporting Person intends to continue to review and assess his investment
in Sovereign and may from time to time increase or decrease such investment
based on then existing market conditions and other facts and circumstances.
There can be no assurance that the Reporting Person will increase or decrease
his investment in Sovereign or as to the number of shares of Common Stock
that may be bought, sold or otherwise transferred in any such transactions.
On April 24, 1995, the Reporting Person sent a letter (the
"Resignation Letter") to Sovereign and each of
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the other directors of Sovereign informing them that, among other things,
he was resigning as Chairman and as a director of Sovereign. The Reporting
Person also issued a press release (the "Press Release") announcing such
resignation. The Resignation Letter and the Press Release are attached
hereto as Exhibits 1 and 2, respectively, and are incorporated by reference
herein.
The Reporting Person, in his former capacity as a director of
Sovereign and his current and former capacity as a substantial stockholder
of Sovereign, has from time to time considered the potential benefits to
Sovereign and its stockholders (including the Reporting Person) of an
extraordinary transaction such as a merger or reorganization involving
Sovereign and/or its subsidiaries. Subject to his legal obligations, the
Reporting Person intends to continue to evaluate one or more of such
potential transactions in the future. There can be no assurance that the
Reporting Person will propose that Sovereign engage in any such transaction
or transactions or that, as a result of any such proposal, Sovereign will
enter into any agreement with respect to or consummate any such transactions.
As more fully set forth in Item 6, the Reporting Person is a party to the
MOU (as hereinafter defined) that limits the ability of directors of
Sovereign to, among other things, knowingly receive or respond to certain
acquisition proposals.
Item 5. Interest in Securities of the Issuer.
(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 (including an
adjustment for the special 5% Common Stock dividend whereby one additional
share of Common Stock was distributed on April 11, 1995 by Sovereign for
every twenty shares of Common Stock owned by holders of record on March 31,
1995), 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 (which includes 42,000
shares of Common Stock (after adjustment for the 5% Common Stock dividend)
gifted to the Reporting Person's spouse on October 1, 1994 and 6,930 shares
of Common Stock held by the Jaindl's Turkey Farm Profit Sharing Plan, over
which the Reporting Person, as the administrator, has sole voting and
dispositive power). 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 his
cover page filed herewith. The Reporting Person expressly disclaims
beneficial ownership of
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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
transactions or other transfers of Common Stock by the Reporting Person
since the filing of Amendment No. 15 to the Schedule 13D.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities
of the Issuer
As previously disclosed in Amendment No. 14 to the Schedule
13D, on January 18, 1994, the Reporting Person entered into a Memorandum of
Understanding (the "MOU") with Sovereign and each of the other directors of
Sovereign. The MOU provides, among other things, that (i) each of the
directors would vote in favor of the nomination of (A) each of the then
serving Class I directors and an additional named person as a Class I
director at Sovereign's 1994 Annual Meeting of Stockholders and (B) each of
the then serving Class II directors as a Class II director at Sovereign's
1995 Annual Meeting of Stockholders, (ii) Sovereign would pursue a course
of continued independence for at least eighteen months and (iii) during
such eighteen month period, neither Sovereign nor any of its directors
will, directly or indirectly, through intermediaries or otherwise, contact,
knowingly receive, or substantially respond to any communication (whether
orally or in writing), with any possible acquiror of Sovereign with regard
to a possible acquisition of Sovereign. The provisions described in clauses
(ii) and (iii) of the preceding sentence are scheduled to terminate on
July 18, 1995. Except as set forth in this Amendment, the Reporting Person
has no contracts, arrangements, understandings or relationships with respect
to securities of Sovereign.
Item 7. Material to Be Filed as Exhibits
(1) Resignation Letter, dated April 24, 1995.
(2) Press Release, dated April 24, 1995.
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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: April 27, 1995
/s/ Frederick J. Jaindl
Frederick J. Jaindl
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Annex A
COMMON STOCK TRANSACTIONS AND TRANSFERS
Date Transaction # Shares $/Share Proceeds
5/2/94 Market Sale 39,500 $10.9411 $432,173.45
5/3/94 Market Sale 9,100 $10.8750 $ 98,962.50
5/4/94 Market Sale 37,900 $10.8874 $412,632.46
5/5/94 Market Sale 17,700 $10.6624 $188,724.48
5/9/94 Market Sale 13,175 $10.4375 $137,514.06
5/10/94 Market Sale 29,600 $10.3813 $307,286.48
5/11/94 Market Sale 21,500 $10.3750 $223.062.50
5/13/94 Market Sale 22,000 $10,2682 $225,900.40
5/16/94 Market Sale 31,900 $10.1040 $322,317.60
5/17/94 Market Sale 2,000 $10.1250 $ 20,250.00
7/ /94 Gift 30 N.A. N.A.
12/28/94 Gift 74,954 N.A. N.A.
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EXHIBIT INDEX
Exhibit No. Description Page No.
1 Resignation Letter, dated
April 24, 1995
2 Press Release, dated
April 24, 1995
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Exhibit 1
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:
o unreconcilable differences with Mr. Sidhu and other directors
relating to what I perceive as good corporate governance, including
the independence of directors from management
o 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
o 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
o 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,
Fred J. Jaindl
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Exhibit 2
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."
