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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) August 29, 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 (215) 320-8400
N/A
(Former name or former address, if changed since last report.)
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Item 2. Acquisition or Disposition of Assets.
On August 29, 1997 (the "Effective Date"), Sovereign
Bancorp, Inc. ("Sovereign"), a Pennsylvania corporation and
registered savings and loan holding company, and Bankers Corp.
("Bankers"), a New Jersey corporation and registered bank holding
company, completed the merger (the "Merger") contemplated by the
Agreement and Plan of Merger dated as of February 5, 1997,
between such parties (the "Agreement").
On the Effective Date, pursuant to the Agreement, Bankers
merged with and into Sovereign, with Sovereign surviving the
Merger, the separate existence of Bankers ceased, and all
property, rights, powers, duties, obligations and liabilities of
Bankers were automatically transferred to Sovereign, in
accordance with Pennsylvania and New Jersey law. Sovereign, as
the surviving corporation, will be governed by the articles of
incorporation and bylaws of Sovereign in effect immediately prior
to the Effective Date. The Board of Directors and executive
officers of Sovereign in office immediately prior to the
Effective Date will remain as Sovereign's Board of Directors and
executive officers after the Effective Date.
Immediately prior to completion of the Merger, 12,931,898
shares of common stock of Bankers, par value $0.01 per share
("Bankers Common Stock"), were issued and outstanding. On the
Effective Date, each outstanding share of Bankers Common Stock
was automatically converted into 1.854 shares of common stock of
Sovereign, without par value ("Sovereign Common Stock"). A total
of approximately 22,974,486 shares of Sovereign Common Stock were
issued in the Merger. On the Effective Date, the last reported
sale price of Sovereign Common Stock, as reported on the
NASDAQ/NMS, was $15.50 per share. The Merger was treated as a
pooling of interests for financial accounting purposes.
The foregoing summary of the Merger is qualified in its
entirety by reference to the Agreement, which is incorporated
herein by reference.
Item 5. Other Events.
Pursuant to the Bank Plan of Merger, dated as of February 5,
1997 (the "Bank Plan"), executed in connection with the
Agreement, Bankers Savings, a New Jersey state-chartered stock
savings bank and wholly-owned subsidiary of Bankers, merged with
and into Sovereign Bank, a federal savings bank and wholly-owned
subsidiary of Sovereign, with Sovereign Bank surviving the merger
(the "Bank Merger").
Upon completion of the Bank Merger, the separate existence
of Bankers Savings ceased. All property, rights, powers, duties,
obligations and liabilities of Bankers Savings were automatically
transferred to Sovereign Bank, in accordance with Federal law.
Sovereign Bank, as the surviving bank, is governed by the charter
and bylaws of Sovereign Bank in effect immediately prior to the
Effective Date. The Board of Directors and executive officers of
Sovereign Bank consist of Sovereign Bank's Board of Directors and
executive officers in office immediately prior to the Effective
Date, except that Joseph P. Gemmell, Chairman, President and
Chief Executive Officer of Bankers and Bankers Savings, became a
director of Sovereign Bank upon the completion of the Bank
Merger.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Financial Statements of Bankers required by this
Item 7(a) will be filed by an amendment to this
Form 8-K not later than 60 days from the date hereof.
Sovereign expects that the amendment containing such
financial information will be filed on or about
October 15, 1997.
(b) Pro forma financial information.
Pro forma financial information required by this
Item 7(b) will be filed by an amendment to this
Form 8-K not later than 60 days from the date hereof.
Sovereign expects that the amendment containing such
pro forma financial information will be filed on or
about October 15, 1997.
(c) Exhibits.
2.1 Agreement, dated as of February 5, 1997,
between Sovereign and Bankers (incorporated
herein by reference to Exhibit 28.1 to
Sovereign's Current Report on Form 8-K, dated
February 12, 1997).
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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 12, 1997
By /s/ Karl D. Gerhart
Karl D. Gerhart,
Chief Financial Officer and
Treasurer
