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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) September 18,
1997
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 5. Other Events.
On September 18, 1997, Sovereign Bancorp, Inc. (the
"Company") and ML Bancorp, Inc. ("ML Bancorp"), of Villanova,
Pennsylvania, executed an Agreement and Plan of Merger (the
"Agreement") for the Company to acquire ML Bancorp. The terms of
the Agreement are more particularly described in the Company's
press release, dated September 18, 1997, attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Exhibits.
The following exhibit is filed herewith:
99.1 Press Release, dated September 18, 1997, of
Sovereign Bancorp, Inc.
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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: September 22, 1997
/s/ Mark R. McCollom
Mark R. McCollom,
Chief Accounting Officer
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EXHIBIT INDEX
Exhibit Number
99.1 Press Release, dated September 18, 1997, of Sovereign
Bancorp, Inc.
EXHIBIT 99.1
SOVEREIGN to ACQUIRE ML BANCORP, INC
WYOMISSING, PA ... Sovereign Bancorp, Inc. ("Sovereign")
(NASDAQ/NMS:SVRN), parent company of Sovereign Bank, and ML
Bancorp Inc. ("ML Bancorp") (NASDAQ/:MLBC), parent company of
Main Line Bank, announced today the execution of a Definitive
Agreement ("Agreement") for Sovereign to acquire ML Bancorp. ML
Bancorp is a $2.2 billion bank holding company whose principal
operating subsidiary operates 29 branches located in the suburbs
of Philadelphia, Pennsylvania.
The terms of the Agreement call for Sovereign to exchange 1.67
shares of Sovereign common stock for each outstanding share of ML
Bancorp common stock or a total consideration of approximately
$345 million in Sovereign common stock. The exchange ratio will
stay fixed at 1.67 shares of Sovereign common stock per ML
Bancorp share if Sovereign's average stock price remains between
$13.80 and $18.67 per share (collectively, the "Collars") during
a 20-day pricing period as set forth in the Agreement. If
Sovereign's average stock price is outside the lower or upper
Collars then the price is fixed for ML Bancorp's shareholders at
$23.05 and $31.18 per share, respectively, subject to adjustment
under certain conditions. The pricing reflects 202% of ML
Bancorp's stated book value, 215% of ML Bancorp tangible book
value and 17.4 times ML Bancorp projected 1998 earnings.
ML Bancorp operates a solid mortgage banking operation with a
$4.4 billion loan servicing portfolio for others and $500 million
in 1996 loan originations, in addition to an extensive community
banking franchise. In addition, ML Bancorp's asset quality
philosophy mirrors Sovereign's focus on this critical success
factor. ML Bancorp maintains superior asset quality with a non-
performing assets to total assets ratio of only 0.46%, a strong
loan loss reserve to total loans of 1.71%, and loan loss reserves
to non-performing loans of 193% at June 30, 1997.
"The combination of these two institutions significantly enhances
Sovereign's franchise in the affluent and growing communities of
the Philadelphia suburbs, and is expected to be immediately
accretive to Sovereign's book value, tangible book value, and
accretive to Sovereign's earnings, within 12 months following the
consummation of the transaction," stated Jay S. Sidhu,
Sovereign's President and Chief Executive Officer. "This
transaction solidifies Sovereign's Pennsylvania, New Jersey, and
Delaware branch networks and creates a $2.4 billion deposit
franchise in Pennsylvania with strong core deposits. Proforma
for this acquisition, Sovereign will have the #4 deposit market
share in southeastern Pennsylvania," Sidhu continued.
"Our strategic affiliation with Sovereign provides our
shareholders and customers with a unique opportunity to continue
our vision of becoming a significant financial services provider
in Southeastern Pennsylvania, as well as a significant
contributor to Sovereign's franchise value and future earnings
growth," stated Dennis S. Marlo, ML Bancorp, Inc.'s President,
and Chief Executive Officer.
Upon completion of this transaction, Mr. Marlo will become a
member of Sovereign Bank's Board of Directors and the President
of the division of Sovereign Bank responsible for the Sovereign
Bank's Pennsylvania and Delaware branch network.
Proforma for the ML Bancorp acquisition and other pending
transactions, Sovereign will have assets totaling $17.0 billion,
deposits totaling $8.6 billion and operate over 170 Community
banking offices throughout the tri-state network. With a pro
forma market capitalization in excess of $2.0 billion, Sovereign
will become the 6th largest thrift holding company in the
country.
"The addition of this 29 branch network is a perfect fit with
Sovereign's Pennsylvania branch network," commented Sovereign's
Chairman, Richard E. Mohn. "ML Bancorp is a natural fill-in to
Sovereign's existing franchise and will provide Sovereign unique
opportunities in an extremely desirable market," Mohn continued.
In connection with the execution of the Agreement, ML Bancorp
granted a stock option to Sovereign to purchase, under certain
conditions, up to 19.9% of ML Bancorp's outstanding shares.
ML Bancorp has the right to terminate the Agreement if the
average stock price of Sovereign (as defined in the Agreement)
falls below $12.18 and Sovereign's decline in value is 10%
greater than the percentage decline of a group of similar
financial institutions.
The merger is subject to approval of various regulatory agencies
and of both ML Bancorp and Sovereign shareholders. Sovereign
anticipates that the transaction will close in the first quarter
of 1998 and will be accounted for as a pooling of interests.
Sovereign also anticipates recording a one-time after tax
merger-related charge of $12.4 million at the closing of the
transaction.
On July 2, 1997, Sovereign announced the signing of a definitive
agreement to acquire the Automobile Finance Division ("the
Division") of Fleet Financial Group, Inc. The Division consists
of approximately $2.0 billion of indirect auto loans, dealer
floor plan loans, and loans to automobile leasing companies. The
Division has business relationships with over 2,000 automotive
dealerships and serves approximately 225,000 customers through
New Jersey, New York, and New England.
On August 31, 1997, Sovereign closed its previously announced
acquisition of Bankers Corp., a $2.6 billion bank holding company
headquartered in Perth Amboy, New Jersey. Sovereign is a pro
forma $17.2 billion bank holding company with over 170 community
banking offices serving eastern Pennsylvania, northern Delaware
and New Jersey. The fourth largest bank headquartered in
Pennsylvania, Sovereign's closing price of its common stock on
Thursday, September 18, 1997 was $16.4375 per share and its
preferred stock closed at $99.75 per share.
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