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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 3,
1999
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.)
2000 Market Street, Philadelphia Pennsylvania 19103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 557-4630
N/A
(Former name or former address, if changed since last report.)
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Item 7. Financial Statements and Exhibits.
(a) Exhibits.
The following exhibits are filed herewith:
2.1(a) Revised Schedule 9.8(b) to Purchase and
Assumption Agreement, dated as of
September 3, 1999, by and among Fleet
Financial Group, Inc., Fleet National Bank,
Fleet Bank-NH, BankBoston, N.A., Sovereign
Bank and Sovereign Bancorp, Inc. and
Schedule 9.8(b) thereto.
<PAGE 1>
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 23, 1999
/s/ Mark R. McCollom
Mark R. McCollom,
Senior Vice President and Chief
Accounting Officer
<PAGE 2>
EXHIBIT INDEX
Exhibit
Number
2.1(a) Revised Schedule 9.8(b) to Purchase and Assumption
Agreement, dated as of September 3, 1999, by and among
Fleet Financial Group, Inc., Fleet National Bank, Fleet
Bank-NH, BankBoston, N.A., Sovereign Bank and Sovereign
Bancorp, Inc.
<PAGE 3>
Exhibit 2.1(a)
SCHEDULE 9.8(b)
Additional Requirements
1. By no later than December 15, 1999, (i) Purchaser shall
have obtained five hundred million dollars ($500,000,000) of
capital solely for the purpose of supporting the acquisition of
the Business and to perform Purchaser's and Sovereign's
respective obligations under this Agreement, (ii) if on
December 14, 1999 Purchaser shall not have raised sufficient
capital to support the acquisition of the Business and to perform
Purchaser's and Sovereign's respective obligations under this
Agreement, such determination to be in Fleet's sole and absolute
discretion, the Bridge Facility and the Senior Credit Facility
shall be finalized by the parties thereto, and (iii) if on
December 14, 1999 Purchaser shall not have raised sufficient
capital to support the acquisition of the Business and to perform
Purchaser's and Sovereign's respective obligations under this
Agreement, such determination to be in Fleet's sole and absolute
discretion, Purchaser shall have delivered to Fleet a Purchaser
Confirmation Notice, dated as of December 14, 1999. For purposes
of this Schedule 9.8(b), amounts deposited in escrow shall be
deemed to be capital if the release of funds from escrow is
subject only to the condition that the parties hereto consummate
the Closing on or prior to April 28, 2000 in conformity in all
material respects with the terms and with satisfaction of all
material conditions of this Agreement in effect as of the date of
execution hereof without giving effect to any amendment, waiver
or other modification to any material term or condition;
provided, however, that notwithstanding the fact that any such
funds may be held in escrow, Fleet in its sole and absolute
discretion may determine that Purchaser shall not have obtained
five hundred million dollars ($500,000,000) of capital on or
before such date in which event Purchaser and Sovereign shall be
deemed to have failed to perform their obligations under this
Agreement and to be in material breach under this Agreement.
2. By no later than January 31, 2000, Purchaser shall have
obtained sufficient capital solely for purposes of supporting the
acquisition of the Business and to perform Purchaser's and
Sovereign's respective other obligations hereunder. For purposes
of this Schedule 9.8(b), amounts deposited in escrow shall be
deemed to be capital if the release of funds from escrow is
subject only to the condition that the parties hereto consummate
the Closing on or prior to April 28, 2000 in conformity in all
material respects with the terms and with satisfaction of all
material conditions of this Agreement in effect as of the date of
execution hereof without giving effect to any amendment, waiver
or other modification to any material term or condition;
provided, however, that notwithstanding the fact that any such
funds may be held in escrow, Fleet in its sole and absolute
discretion may determine that Purchaser shall not have obtained
<PAGE 1> such sufficient capital on or before such date in which
event Purchaser and Sovereign shall be deemed to have failed to
perform their obligations under this Agreement and to be in
material breach under this Agreement.
3. In the event that by December 15, 1999 Purchaser shall
have failed to obtain at least five hundred million dollars
($500,000,000) of capital solely for the purposes of supporting
the acquisition of Business and to perform Purchaser's and
Sovereign's respective other obligations under this Agreement
(such failure to be determined by Fleet in its sole and absolute
discretion), then (i) within one (1) Business Day following
notice from Fleet of its request for a Purchaser Confirmation
Notice, Fleet shall receive a Purchaser Confirmation Notice,
dated the date one (1) Business Day following the date notice of
a request therefor was given by Fleet, and (ii) no later than
12:00 p.m. on each of December 24, 1999, December 31, 1999,
January 7, 2000, January 14, 2000, January 21, 2000 and
January 28, 2000, Fleet shall receive a Purchaser Confirmation
Notice dated as of such respective dates.
4. In the event that by January 31, 2000, Purchaser shall
have failed to obtain sufficient capital solely for purposes of
supporting the acquisition of the Business and to perform
Purchaser's and Sovereign's other obligations hereunder (such
failure to be determined by Fleet in its sole and absolute
discretion), until such time as Sellers exercise their rights
under Section 17.3(e) of this Agreement, (i) within one (1)
Business Day following notice from Fleet of a request for a
Purchaser Confirmation Notice, Fleet shall receive a Purchaser
Confirmation Notice, dated the date one (1) Business Day
following the date notice of a request therefor was given, and
(ii) no later than 12:00 p.m. on each Friday following
January 31, 2000, Fleet shall receive a Purchase Confirmation
Notice, dated as of such respective dates.
5. Following December 15, 1999, within one (1) Business
Day following a request by Fleet for a Lender Confirmation, the
Senior Lenders, the Bridge Lenders, or both, will provide a
Lender Confirmation.
6. Following December 15, 1999, within one (1) Business
Day following a request by Fleet, Sovereign shall confirm the
current status of the Capital Transactions and all other
transactions in which Sovereign, Purchaser, or both, are involved
related to the raising of capital by Sovereign, Purchaser or both
in connection with the transactions contemplated hereby.
7. For purposes of this Agreement:
"Lender Confirmation" shall mean a discussion between
the Bridge Lender, the Senior Lender, or both, and Fleet
confirming the current status of the Capital Transactions and any
other transactions in which such Lenders are involved related to
<PAGE 2> the raising of capital by Purchaser or Sovereign or both
in connection with the transactions contemplated hereby.
"Purchaser Confirmation Notice" shall mean, as of any
date, an officer's certificate signed by Purchaser confirming
(a) which conditions to funding the Bridge Facility and Senior
Credit Facility have been satisfied, and which conditions thereto
remain unsatisfied and the status thereof, (b) that Purchaser has
not received notice from the Bridge Lender or the Senior Lender
that they will not fund the Bridge Facility or the Senior Credit
Facility, as the case may be, and (c) that to Purchaser's
knowledge, after consulting with the Bridge Lender and the Senior
Lender, no event or events has occurred, or is reasonably likely
to occur, or condition exists, or is reasonably likely to exist,
which would permit either the Bridge Lender or the Senior Lender
to fail to make available to Purchaser the full principal amount
of the Bridge Facility or the Senior Credit Facility, as the case
may be.
8. In the event Sellers terminate the Agreement pursuant
to Section 17.3(e), (f) or (g) of this Agreement, Purchaser shall
pay to Sellers as liquidated damages an amount equal to Fifty
Million Dollars ($50,000,000). Such liquidated damages shall be
paid within ten (10) days following termination of this Agreement
and shall bear interest at the Federal Funds Rate from the tenth
day following termination until payment in full.
9. In the event of (i) a breach by Purchaser or Sovereign
of any of the representations and warranties contained in
Section 7.7 of this Agreement or of any of their obligations
under Section 9.8 of this Agreement or this Schedule 9.8(b),
(ii) the failure of Purchaser to file on or before September 30,
1999 (October 15, 1999 with respect to any state regulatory
approval Purchaser determines to be required) all necessary
applications of Purchaser to obtain the Purchaser Regulatory
Approvals, (iii) the failure of Purchaser to obtain on or before
January 15, 2000 the Purchaser Regulatory Approvals, or (iv) the
failure of the Closing to occur by April 28, 2000 and as a result
of the Closing not having occurred Fleet in its sole and absolute
discretion shall determine that Purchaser does not have
sufficient capital to support the acquisition of the Business and
the performance of Purchaser's and Sovereign's obligations under
this Agreement, notwithstanding anything to the contrary
contained herein or in any other agreement, undertaking,
instrument or other document to which any of the parties hereto
is a party, Fleet and Sellers may solicit bids for and otherwise
market all or any portion of the Purchased Assets, the Assumed
Liabilities or the Business and negotiate and enter into
agreements with respect to sale or other disposition thereof to
any Person and shall have no obligations or liabilities to
Purchaser or Sovereign with respect thereto or as a result of any
such actions or such a sale or other disposition to any Person,
other than the obligation to notify Purchaser and Sovereign no
later than five (5) Business Days prior to the exercise by Fleet
<PAGE 3> and Sellers of their rights under this subsection 9 of
this Schedule 9.8(b). If pursuant to the provisions of this
subsection 9 to this Schedule 9.8(b) Fleet and Sellers enter into
agreements with respect to the sale or other disposition of all
of the Purchased Assets, the Assumed Liabilities or the Business,
Fleet shall terminate this Agreement pursuant to the provisions
of Section 17.3(e) of this Agreement.
10. Purchaser and Sovereign hereby agree that in the event
that Fleet and Sellers exercise their rights under subsection 9
of this Schedule 9.8(b) neither Purchaser nor Sovereign will take
any action whatsoever to impede, adversely affect or otherwise
interfere with Fleet's and Sellers' exercise of their rights
under subsection 9 of this Schedule 9.8(b), including, without
limitation, the filing of any type of court action (whether at
law or in equity and whether on a federal or state level) to
prohibit the exercise of such rights. Purchaser and Sovereign
also agree that in the event that Fleet and Sellers exercise
their rights pursuant to subsection 9 of this Schedule 9.8(b),
Purchaser and Sovereign will take all actions requested by Fleet
and Sellers to confirm that Fleet and Sellers are entitled to
(i) solicit bids for and otherwise market all or any portion of
the Purchased Assets, the Assumed Liabilities or the Business,
and (ii) negotiate and enter into any agreements with respect to
the sale or other disposition of all or any portion of the
Purchased Assets, the Assumed Liabilities or the Business,
including, without limitation, the delivery by Sovereign of a
certificate from the Chairman and Chief Executive Officer of
Sovereign so confirming such rights of Fleet and Sellers.
<PAGE 4>
