SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, for the fiscal year ended
December 31, 1996, or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, for the transition period
from N/A to ______.
Commission File Number 0-16533
SOVEREIGN BANCORP, INC.
(Exact name of Registrant as specified in its charter)
Pennsylvania 23-2453088
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1130 Berkshire Boulevard, Wyomissing, Pennsylvania 19610
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (610) 320-8400
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock (without par value)
(Title of class)
6-1/4% Cumulative Convertible Preferred Stock,
Series B (without par value)
(Title of class)
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the shares of Common Stock of
the Registrant held by nonaffiliates of the Registrant was
$826,654,852 at March 3, 1997. As of March 3, 1997, the
Registrant had 65,477,612 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The Registrant's definitive Proxy Statement to be used in
connection with its 1996 Annual Meeting of Shareholders is
incorporated herein by reference in response to Part III hereof.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) 1. Financial Statements.
Consolidated financial statements are omitted because the
required information is either not applicable, not required or is
shown in the respective financial statements in the notes
thereto.
2. Financial Statement Schedules.
Financial statement schedules are omitted because the
required information is either not applicable, not required or is
shown in the respective financial statements or in the notes
thereto.
3. Exhibits.
(3.1) Articles of Incorporation, as amended and restated, of
Sovereign Bancorp, Inc. (Incorporated by reference to
Exhibit 3.1 to Sovereign's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995.)
(3.2) By-laws of Sovereign Bancorp, Inc. (Incorporated by
reference to Exhibit 3.2 to Sovereign's Annual Report
on Form 10-K for the fiscal year ended December 31,
1993.)
(4.1) Sovereign Bancorp, Inc. has certain long-term debt
outstanding. None of the instruments evidencing such
debt authorized an amount of securities in excess of
10% of the total assets of Sovereign Bancorp, Inc. and
its subsidiaries on a consolidated basis; therefore,
copies of such instruments are not included as exhibits
to this Annual Report on Form 10-K. Sovereign Bancorp,
Inc. agrees to furnish copies of such instruments to
the Commission on request.
(10.1) Sovereign Bancorp, Inc. Stock Option Plan.
(Incorporated by reference to Exhibit 10.1 to
Sovereign's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994.)
(10.2) Sovereign Bancorp, Inc. Employee Stock Purchase Plan.
(Incorporated by reference to Exhibit 4.1 to
Sovereign's Registration Statement No. 33-44108 on
Form S-8.)
(10.3) Agreement dated as of September 15, 1992, between
Sovereign Bancorp, Inc., Sovereign Bank, a Federal
Savings Bank, and Jay S. Sidhu. (Incorporated by
reference to Exhibit 10.3 to Sovereign's Annual Report
on Form 10-K for the fiscal year ended December 31,
1992.)
(10.4) Agreement dated as of September 15, 1992, between
Sovereign Bank, a Federal Savings Bank and Karl D.
Gerhart. (Incorporated by reference to Exhibit 10.4 to
Sovereign's Annual Report on Form 10-K for the fiscal
year ended December 31, 1992.)
(10.5) Agreement dated as of September 15, 1992, between
Sovereign Bank, a Federal Savings Bank and Lawrence M.
Thompson, Jr. (Incorporated by reference to
Exhibit 10.5 to Sovereign's Annual Report on Form 10-K
for the fiscal year ended December 31, 1992.)
(10.6) Penn Savings Bank Senior Officer Incentive Plan.
(Incorporated by reference to Exhibit 10.6 to
Sovereign's Annual Report on Form 10-K for the year
ended December 31, 1994.)
(10.11) Rights Agreement dated September 19, 1989, between
Sovereign Bancorp, Inc. and Harris Trust Company of New
York. (Incorporated by reference to Exhibit 4.3 to
Sovereign's Registration Statement No. 33-89586 on
Form S-8).
(10.12) Sovereign Bancorp, Inc. Non-Employee Director Incentive
Compensation Plan. (Incorporated by reference to
Exhibit 10.12 to Sovereign's Registration Statement
No. 33-43195 on Form S-1).
(10.14) 1993 Sovereign Bancorp, Inc. Stock Option Plan.
(Incorporated by reference to Exhibit 10.23 to
Sovereign's Annual Report on Form 10-K for the year
ended December 31, 1992).
(10.15) Indemnification Agreement dated December 21, 1993,
between Sovereign Bank and Jay S. Sidhu. (Incorporated
by reference to Exhibit 10.25 to Sovereign's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1993.)
(10.16) Agreement and Plan of Merger, dated June 16, 1994, by
and between Sovereign Bancorp, Inc. and Charter FSB
Bancorp, Inc. (Incorporated by reference to
Exhibit 2.1 to Sovereign's Registration Statement
No. 33-82846 on Form S-4.)
(10.17) Branch Purchase and Deposit Assumption Agreement, dated
September 19, 1994, between Berkeley Federal Bank &
Trust FSB and Sovereign Bank, a Federal Savings Bank.
(Incorporated by reference to Exhibit 2.1 to
Sovereign's Current Report on Form 8-K dated
September 16, 1994.)
(10.18) Employment Agreement dated as of August 8, 1988,
between Charter Federal Savings Bank and Patrick J.
Petrone. (Incorporated by reference to Exhibit 10.23
to Sovereign's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994.)
(10.19) Amendment to Employment Agreement between Patrick J.
Petrone and Charter Federal Savings Bank, dated
October 17, 1994. (Incorporated by reference to
Exhibit 10.24 to Sovereign's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994.)
(10.20) Charter FSB Bancorp, Inc. Stock Incentive Plan.
(Incorporated by reference to Exhibit 4.1 to
Registration Statement No. 33-36895 of Charter FSB
Bancorp, Inc. on Form S-8).
(10.21) Amendments to Charter FSB Bancorp, Inc. Stock Incentive
Plan. (Incorporated herein by reference to Exhibit 4.2
to Registration Statement No. 33-36895 of Charter FSB
Bancorp, Inc. on Form S-8.)
(10.22) Charter FSB Bancorp, Inc. Stock Option Plan for Non-
Employee Directors. (Incorporated by reference to
Exhibit 4.1 to Registration Statement No. 33-36896 of
Charter FSB Bancorp, Inc. Form S-8.)
(10.23) Amendments to Charter FSB Bancorp, Inc. Stock Option
Plan for Non-Employee Directors. (Incorporated herein
by reference to Exhibit 4.2 to Registration Statement
No. 33-36896 of Charter FSB Bancorp, Inc. on Form S-8).
(10.24) Amendment to Rights Agreement, dated as of
September 27, 1995, between Sovereign Bancorp, Inc. and
Chemical Bank, as successor to Harris Trust Company of
New York, as Rights Agent. (Incorporated by reference
to Exhibit 2.2 of Amendment No. 1 of Sovereign's
Registration Statement on Form 8-A.)
(10.26) Agreement and Plan of Merger, dated September 29, 1995,
between Sovereign Bancorp, Inc. and West Jersey
Bancshares, Inc. (Incorporated by reference to
Exhibit 2.1 to Sovereign's Registration
Statement 33-64807 on Form S-4.)
(11.1) Computation of Per Share Earnings. *
(21) Subsidiaries of the Registrant *
(23.1) Consent of Ernst & Young LLP, Independent Auditors *
(27) Amended Financial Data Schedule
* Previously Filed.
(b) Reports on Form 8-K.
1. Report on Form 8-K, dated February 2, 1996 (date of
earliest event -- January 31, 1996), contained a press release
outlining Sovereign's strategic vision for year 2000.
2. Report on Form 8-K, dated February 13, 1996, (date of
earliest event -- January 18, 1996), contained a press release
announcing Sovereign's earnings for the year ended December 31,
1995.
3. Report on Form 8-K, dated May 31, 1996 (date of earliest
event -- May 31, 1996), contained a press release announcing
Sovereign's completion of the acquisition of West Jersey
Bancshares, Inc.
4. Report on Form 8-K, dated July 29, 1996 (date of
earliest event -- July 15, 1996), contained a press release
announcing Sovereign's earnings for the second quarter of 1996.
5. Report on Form 8-K, dated October 30, 1996 (date of
earliest event -- October 22, 1996), contained a press release
announcing Sovereign's earnings for the third quarter of 1996.
6. Report on Form 8-K, dated November 27, 1996 (date of
earliest event -- November 26, 1996), contained a press release
announcing an amendment to the Definitive Agreement and Plan of
Merger, dated as of June 24, 1996, between Sovereign and First
State Financial Services, Inc.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
SOVEREIGN BANCORP, INC.
(Registrant)
July 10, 1997 By/s/ Mark R. McCollom
Mark R. McCollom,
Chief Accounting Officer
<PAGE>
EXHIBIT INDEX
(3.1) Articles of Incorporation, as amended and
restated, of Sovereign Bancorp, Inc.
(Incorporated by reference to Exhibit 3.1 to
Sovereign's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995.)
(3.2) By-laws of Sovereign Bancorp, Inc.
(Incorporated by reference to Exhibit 3.2 to
Sovereign's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993.)
(4.1) Sovereign Bancorp, Inc. has certain long-term
debt outstanding. None of the instruments
evidencing such debt authorized an amount of
securities in excess of 10% of the total
assets of Sovereign Bancorp, Inc. and its
subsidiaries on a consolidated basis;
therefore, copies of such instruments are not
included as exhibits to this Annual Report on
Form 10-K. Sovereign Bancorp, Inc. agrees to
furnish copies of such instruments to the
Commission on request.
(10.1) Sovereign Bancorp, Inc. Stock Option Plan.
(Incorporated by reference to Exhibit 10.1 to
Sovereign's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994.)
(10.2) Sovereign Bancorp, Inc. Employee Stock
Purchase Plan. (Incorporated by reference to
Exhibit 4.1 to Sovereign's Registration
Statement No. 33-44108 on Form S-8.)
(10.3) Agreement dated as of September 15, 1992,
between Sovereign Bancorp, Inc., Sovereign
Bank, a Federal Savings Bank, and Jay S.
Sidhu. (Incorporated by reference to
Exhibit 10.3 to Sovereign's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1992.)
(10.4) Agreement dated as of September 15, 1992,
between Sovereign Bank, a Federal Savings
Bank and Karl D. Gerhart. (Incorporated by
reference to Exhibit 10.4 to Sovereign's
Annual Report on Form 10-K for the fiscal
year ended December 31, 1992.)
(10.5) Agreement dated as of September 15, 1992,
between Sovereign Bank, a Federal Savings
Bank and Lawrence M. Thompson, Jr.
(Incorporated by reference to Exhibit 10.5 to
Sovereign's Annual Report on Form 10-K for
the fiscal year ended December 31, 1992.)
(10.6) Penn Savings Bank Senior Officer Incentive
Plan. (Incorporated by reference to
Exhibit 10.6 to Sovereign's Annual Report on
Form 10-K for the year ended December 31,
1994.)
(10.11) Rights Agreement dated September 19, 1989,
between Sovereign Bancorp, Inc. and Harris
Trust Company of New York. (Incorporated by
reference to Exhibit 4.3 to Sovereign's
Registration Statement No. 33-89586 on
Form S-8).
(10.12) Sovereign Bancorp, Inc. Non-Employee Director
Incentive Compensation Plan. (Incorporated
by reference to Exhibit 10.12 to Sovereign's
Registration Statement No. 33-43195 on
Form S-1).
(10.14) 1993 Sovereign Bancorp, Inc. Stock Option
Plan. (Incorporated by reference to
Exhibit 10.23 to Sovereign's Annual Report on
Form 10-K for the year ended December 31,
1992).
(10.15) Indemnification Agreement dated December 21,
1993, between Sovereign Bank and Jay S.
Sidhu. (Incorporated by reference to
Exhibit 10.25 to Sovereign's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1993.)
(10.16) Agreement and Plan of Merger, dated June 16,
1994, by and between Sovereign Bancorp, Inc.
and Charter FSB Bancorp, Inc. (Incorporated
by reference to Exhibit 2.1 to Sovereign's
Registration Statement No. 33-82846 on
Form S-4.)
(10.17) Branch Purchase and Deposit Assumption
Agreement, dated September 19, 1994, between
Berkeley Federal Bank & Trust FSB and
Sovereign Bank, a Federal Savings Bank.
(Incorporated by reference to Exhibit 2.1 to
Sovereign's Current Report on Form 8-K dated
September 16, 1994.)
(10.18) Employment Agreement dated as of August 8,
1988, between Charter Federal Savings Bank
and Patrick J. Petrone. (Incorporated by
reference to Exhibit 10.23 to Sovereign's
Annual Report on Form 10-K for the fiscal
year ended December 31, 1994.)
(10.19) Amendment to Employment Agreement between
Patrick J. Petrone and Charter Federal
Savings Bank, dated October 17, 1994.
(Incorporated by reference to Exhibit 10.24
to Sovereign's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994.)
(10.20) Charter FSB Bancorp, Inc. Stock Incentive
Plan. (Incorporated by reference to
Exhibit 4.1 to Registration Statement
No. 33-36895 of Charter FSB Bancorp, Inc. on
Form S-8).
(10.21) Amendments to Charter FSB Bancorp, Inc. Stock
Incentive Plan. (Incorporated herein by
reference to Exhibit 4.2 to Registration
Statement No. 33-36895 of Charter FSB
Bancorp, Inc. on Form S-8.)
(10.22) Charter FSB Bancorp, Inc. Stock Option Plan
for Non-Employee Directors. (Incorporated by
reference to Exhibit 4.1 to Registration
Statement No. 33-36896 of Charter FSB
Bancorp, Inc. Form S-8.)
(10.23) Amendments to Charter FSB Bancorp, Inc. Stock
Option Plan for Non-Employee Directors.
(Incorporated herein by reference to
Exhibit 4.2 to Registration Statement No. 33-
36896 of Charter FSB Bancorp, Inc. on
Form S-8).
(10.24) Amendment to Rights Agreement, dated as of
September 27, 1995, between Sovereign
Bancorp, Inc. and Chemical Bank, as successor
to Harris Trust Company of New York, as
Rights Agent. (Incorporated by reference to
Exhibit 2.2 of Amendment No. 1 of Sovereign's
Registration Statement on Form 8-A.)
(10.26) Agreement and Plan of Merger, dated
September 29, 1995, between Sovereign
Bancorp, Inc. and West Jersey Bancshares,
Inc. (Incorporated by reference to
Exhibit 2.1 to Sovereign's Registration
Statement 33-64807 on Form S-4.)
(11.1) Computation of Per Share Earnings. *
(21) Subsidiaries of the Registrant *
(23.1) Consent of Ernst & Young LLP, Independent Auditors *
(27) Amended Financial Data Schedule
* Previously Filed.
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