As filed with the Securities and Exchange Commission on March 17,
1999
Registration No. 333-9113
SECURITIES AND EXCHANGE COMMISSION
____________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
____________________
REGISTRATION STATEMENT
Under
The Securities Act of 1933
____________________
SOVEREIGN BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2453088
(State or other jurisdiction (I.R.S. employer
of Incorporation) identification no.)
1130 Berkshire Boulevard Jay S. Sidhu, President
Wyomissing, Pennsylvania 19610 and Chief Executive Officer
(610) 320-8400 1130 Berkshire Boulevard
(Address, including zip code, Wyomissing, Pennsylvania 19610
and telephone number, including (610)320-8400
area code, of Registrant's (Name, address, including
executive principal offices) zip code, and telephone
number, including area code,
of agent for service)
____________________
Copy to:
Joseph M. Harenza, Esquire
Stevens & Lee
111 North Sixth Street
Reading, PA 19601
(610) 478-2160
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement, as determined by market conditions and other factors.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, please check the following box. [x]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ] ________________.
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ] ____________.
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
___________________
This amendment shall become effective immediately in
accordance with Rule 462(d) promulgated under the Securities Act
of 1933.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission
registration fee $ 68,966
Printing 15,000
Trustees' fees and expenses 5,000
Accountant's fees and expenses 15,000
Rating agencies' fees 50,000
Attorneys' fees and expenses 20,000
Blue sky and legal investment fees
and expenses 10,000
Miscellaneous $ 1,034
Total $185,000
____________
* Estimated except for the registration fee.
Item 15. Indemnification of Directors and Officers.
Pennsylvania law provides that a Pennsylvania corporation
may indemnify directors, officers, employees, and agents of the
corporation against liabilities they may incur in such capacities
for any action taken or any failure to act, whether or not the
corporation would have the power to indemnify the person under
any provision of law, unless such action or failure to act is
determined by a court to have constituted recklessness or willful
misconduct. Pennsylvania law also permits the adoption of a
bylaw amendment, approved by shareholders, providing for the
elimination of a director's liability for monetary damages for
any action taken or any failure to take any action unless (1) the
director has breached or failed to perform the duties of his
office and (2) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness.
The Bylaws of the Corporation provide for
(1) indemnification of directors, officers, employees, and agents
of the Corporation and its subsidiaries and (2) the elimination
of a director's liability for monetary damages to the fullest
extent permitted by Pennsylvania law.
Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by the Corporation.
Item 16. Exhibits.
The following exhibits are filed herewith or incorporated by
reference herein as part of this Registration Statement:
<PAGE 1>
Number Description
1.1 Form of Underwriting Agreement.*
1.2 Form of Underwriting Agreement Standard Provisions for
Senior Debt Securities, Subordinated Debt Securities,
Preferred Stock, Common Stock, Warrants to Purchase
Debt Securities, Warrants to Purchase Common Stock, and
Warrants to Purchase Preferred Stock.*
1.3 Form of Distribution Agreement.*
3.1 Articles of Incorporation of Sovereign Bancorp, Inc.
(Incorporated by reference to Exhibit 3.1 to
Sovereign's Annual Report on Form 10-K for the year
ended December 31, 1995.)
3.2 Bylaws of Sovereign Bancorp, Inc. (Incorporated by
reference to Exhibit 2.3 to Sovereign's Registration
Statement on Form 8-A dated May 9, 1995.)
4.1 Subordinated Trust Indenture dated as of February 1,
1994, between Sovereign Bancorp, Inc. and Harris Trust
and Savings Bank, as Trustee. (Incorporated by
reference to Exhibit 4.1 to Sovereign's Registration
Statement No. 33-75472 on Form S-3.)
4.2 Senior Trust Indenture dated as of February 1, 1994,
between Sovereign Bancorp, Inc. and Harris Trust and
Savings Bank, as Trustee. (Incorporated by reference
to Exhibit 4.2 to Sovereign's Registration Statement
No. 33-75472 on Form S-3.)
4.3 Indenture dated as of September 15, 1992, relating to
$20,000,000 8/1-2% Subordinated Debentures due
September 15, 2002 of Sovereign Bancorp, Inc.
(Incorporated by reference to Exhibit 4.1 to
Sovereign's Registration Statement No. 33-50734 on
Form S-2).
4.4 Subordinated Trust Indenture dated as of March 5, 1993,
between Sovereign Bancorp, Inc. and Harris Trust and
Savings Bank, as Trustee (Incorporated by reference to
Exhibit 4.1 to Sovereign's Registration Statement
No. 33-56264 on Form S-3).
4.5 Senior Trust Indenture dated as of March 5, 1993,
between Sovereign Bancorp, Inc. and Harris Trust and
Savings Bank, as Trustee (Incorporated by reference to
Exhibit 4.2 to Sovereign's Registration Statement
No. 33-56264 on Form S-3).
4.6 First Supplemental Indenture to the Subordinated Trust
Indenture dated as of March 5, 1993 between Sovereign
Bancorp, Inc. and Harris Trust and Savings Bank, as
<PAGE 2> Trustee (Incorporated by reference to
Exhibit 4.5 to Sovereign's Registration Statement
No. 33-56264 on Form S-3).
4.7 Second Supplemental Indenture to the Subordinated Trust
Indenture dated as of March 5, 1993 between Sovereign
Bancorp, Inc. and Harris Trust and Savings Bank, as
Trustee (Incorporated by reference to Exhibit 4.6 to
Sovereign's Registration Statement No. 33-56264 on
Form S-3).
4.8 Form of Registered Medium-Term Note.*
4.9 Rights Agreement, dated September 19, 1989, between
Sovereign Bancorp, Inc. and Harris Trust Corporation of
New York. (Incorporated by reference to Exhibit 4 to
Sovereign's Current Report on Form 8-K dated
October 12, 1989).
4.10 Form of Certificate of Designations relating to
Preferred Shares.*
4.11 Form of Debt Warrant Agreement (including form of Debt
Warrant certificate).*
4.12 Form of Preferred Stock Warrant Agreement (including
form of Preferred Stock Warrant certificate).*
4.13 Form of Common Stock Warrant Agreement (including form
of Common Stock Warrant certificate).*
4.14 Sovereign Bancorp, Inc. has outstanding certain long-
term debt. None of such debt exceeds 10% of the total
assets of Sovereign Bancorp, Inc. and its consolidated
subsidiaries; therefore, copies of the constituent
instruments defining the rights of the holders of such
debt are not included as exhibits to this Registration
Statement. Sovereign Bancorp, Inc. agrees to furnish
copies of such instruments to the Commission upon
request.
4.15 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 4.1 to Sovereign's Current Report on Form 8-K/A
No. 1 dated January 8, 1996).
5.1 Opinion and Consent of Stevens & Lee as to the legality
of the Debt Securities and Capital Stock being
registered.*
12.1 Computation of Ratios of Earnings to Fixed Charges.*
<PAGE 3>
12.2 Updated Computation of Ratios of Earnings to Fixed
Charges.
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of B.D.O. Seidman, LLP.*
23.3 Consent of Stevens & Lee (included in Exhibit 5.1).*
24.1 Powers of Attorney of Directors and Officers (included
on signature page hereof).*
25.1 Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 with respect to the Subordinated
Trust Indenture.*
25.2 Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 with respect to the Senior Trust
Indenture.*
- - ---------------------
* Previously Filed
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement: (i) to include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement; and (iii) to include any material
information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any
material change to such information in the Registration
Statement; provided, however, that the undertakings in
clauses (i) and (ii) shall not apply if the information
required to be included in a post-effective amendment by
those clauses is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
<PAGE 4> of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability
under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating
to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(5) For purposes of determining any liability under
the Securities Act of 1933, the information omitted from the
form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as
of the time it was declared effective.
(6) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment
that contains a form of prospectus shall be deemed to be a
new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 15 above or otherwise, the
registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted against
the registrant by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
PAGE 5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-3 and that it has duly caused this Post-Effective
Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
Borough of Wyomissing, Commonwealth of Pennsylvania, on March 4,
1999
SOVEREIGN BANCORP, INC.
By /s/ Jay S. Sidhu
Jay S. Sidhu,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to Registration Statement has
been signed by the following persons in the capacities and on the
dates indicated.
Signature Title
/s/ Richard E. Mohn* Chairman of the March 4, 1999
Richard E. Mohn Board and Director
/s/ Jay S. Sidhu President, Chief March 4, 1999
Jay S. Sidhu Executive Officer
and Director
Director March 4, 1999
Rhoda S. Oberholtzer
Director March 4, 1999
Patrick J. Petrone
/s/ Daniel K. Rothermel* Director March 4, 1999
Daniel K. Rothermel
Director March 4, 1999
Cameron C. Troilo
/s/ G. Arthur Weaver* Director March 4, 1999
G. Arthur Weaver
/s/ Dennis S. Marlo Chief Financial March 4, 1999
Karl D. Gerhart Officer
/s/ Mark R. McCollom Chief Accounting March 4, 1999
Mark R. McCollom Officer
<PAGE 6>
*By/s/ Jay S. Sidhu
Jay S. Sidhu
Attorney-in-Fact
PAGE 7
<PAGE>
EXHIBIT INDEX
Number Description
1.1 Form of Underwriting Agreement.*
1.2 Form of Underwriting Agreement Standard
Provisions for Senior Debt Securities,
Subordinated Debt Securities, Preferred
Stock, Common Stock, Warrants to Purchase
Debt Securities, Warrants to Purchase
Common Stock and Warrants to Purchase
Preferred Stock.*
1.3 Form of Distribution Agreement.*
3.1 Articles of Incorporation of Sovereign Bancorp,
Inc. (Incorporated by reference to Exhibit 3.1
to Sovereign's Annual Report on Form 10-K for
the year ended December 31, 1995.)
3.2 Bylaws of Sovereign Bancorp, Inc. (Incorporated
by reference to Exhibit 2.3 to Sovereign's
Registration Statement on Form 8-A dated
May 9, 1995.)
4.1 Subordinated Trust Indenture dated as of
February 1, 1994, between Sovereign Bancorp,
Inc. and Harris Trust and Savings Bank, as
Trustee. (Incorporated by reference to
Exhibit 4.1 to Sovereign's Registration
Statement No. 33-75472 on Form S-3.)
4.2 Senior Trust Indenture dated as of February 1,
1994, between Sovereign Bancorp, Inc. and Harris
Trust and Savings Bank, as Trustee.
(Incorporated by reference to Exhibit 4.2
to Sovereign's Registration Statement
No. 33-75472 on Form S-3.)
4.3 Indenture dated as of September 15, 1992,
relating to $20,000,000 8/1-2% Subordinated
Debentures due September 15, 2002 of Sovereign
Bancorp, Inc. (Incorporated by reference to
Exhibit 4.1 to Sovereign's Registration Statement
No. 33-50734 on Form S-2).
4.4 Subordinated Trust Indenture dated as of March 5,
1993, between Sovereign Bancorp, Inc. and Harris
Trust and Savings Bank, as Trustee (Incorporated
by reference to Exhibit 4.1 to Sovereign's
Registration Statement No. 33-56264 on Form S-3).
4.5 Senior Trust Indenture dated as of March 5, 1993,
between Sovereign Bancorp, Inc. and Harris Trust
and Savings Bank, as Trustee (Incorporated by
reference to Exhibit 4.2 to Sovereign's
Registration Statement No. 33-56264 on Form S-3).
4.6 First Supplemental Indenture to the Subordinated
Indenture dated as of March 5, 1993 between
Sovereign Bancorp, Inc. and Harris Trust and
Savings Bank, as Trustee (Incorporated by
reference to Exhibit 4.5 to Sovereign's
Registration Statement No. 33-56264 on Form S-3).
4.7 Second Supplemental Indenture to the Subordinated
Indenture dated as of March 5, 1993 between
Sovereign Bancorp, Inc. and Harris Trust and
Savings Bank, as Trustee (Incorporated by
reference to Exhibit 4.6 to Sovereign's
Registration Statement No. 33-56264 on Form S-3).
4.8 Form of Registered Medium-Term Note.*
4.9 Rights Agreement, dated September 19, 1989,
between Sovereign Bancorp, Inc. and Harris
Trust Corporation of New York. (Incorporated
by reference to Exhibit 4 to Sovereign's
Current Report on Form 8-K dated October 12, 1989).
4.10 Form of Certificate of Designations relating
to Preferred Shares.*
4.11 Form of Debt Warrant Agreement (including form
of Debt Warrant certificate).*
4.12 Form of Preferred Stock Warrant Agreement
(including form of Preferred Stock Warrant
certificate).*
4.13 Form of Common Stock Warrant Agreement
(including form of Common Stock Warrant
certificate).*
4.14 Sovereign Bancorp, Inc. has outstanding certain
long-term debt. None of such debt exceeds 10%
of the total assets of Sovereign Bancorp, Inc.
and its consolidated subsidiaries; therefore,
copies of the constituent instruments defining
the rights of the holders of such debt are not
included as exhibits to this Registration
Statement. Sovereign Bancorp, Inc. agrees to
furnish copies of such instruments to the
Commission upon request.
4.15 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 4.1 to Sovereign's Current Report on
Form 8-K/A No. 1 dated January 8, 1996).
5.1 Opinion and Consent of Stevens & Lee as to the
legality of the Debt Securities and Capital
Stock being registered.*
12.1 Computation of Ratios of Earnings to Fixed
Charges.*
12.2 Updated Computation of Ratios of Earnings to Fixed
Charges.
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of B.D.O. Seidman, LLP.*
23.3 Consent of Stevens & Lee (included in
Exhibit 5.1).*
24.1 Powers of Attorney of Directors and Officers
(included on signature page).*
25.1 Form T-1 Statement of Eligibility under the
Trust Indenture Act of 1939 with respect to
the Subordinated Trust Indenture.*
25.2 Form T-1 Statement of Eligibility under the
Trust Indenture Act of 1939 with respect to
the Senior Trust Indenture.*
- - ---------------------------
* Previously Filed
<TABLE>
<CAPTION>
Exhibit 12.2
Sovereign Bancorp, Inc.
Statement Regarding Computation of Ratio of Earnings to Fixed Charges
Year Ended December 31,
<S> <C> <C> <C> <C> <C>
1998 1997 1996 1995 1994
Interest on deposits $ 440,300 $378,813 $351,084 $351,885 $221,109
Interest on borrowings 420,392 367,407 278,299 166,191 114,399
Amortization of debt premium
and issuance expense 1,067 475 477 407 338
Portion of rent expense
representative of interest 3,525 2,627 2,086 1,473 1,505
Total Fixed Charges 865,284 749,322 631,946 519,956 337,351
Preferred Stock Dividends 2,413 10,071 10,081 7,561 0
Total Fixed Charges & Pfd. Divs. 867,697 759,393 642,027 527,517 337,351
Income before taxes 211,206 169,862 137,887 149,920 134,352
Total fixed charges 865,284 749,322 631,946 519,956 337,351
Total Earnings $1,076,490 $919,184 $769,833 $669,876 $471,703
Earnings/Fixed Charges:
Including interest on deposits 1.24x 1.23x 1.22x 1.29x 1.40x
Excluding interest on deposits 1.50x 1.46x 1.49x 1.89x 2.16x
Earnings/(Fixed Charges & Pfd. Divs.):
Including interest on deposits 1.24x 1.21x 1.20x 1.27x 1.40x
Excluding interest on deposits 1.49x 1.42x 1.44x 1.81x 2.16x
<FN>
Note: Preferred stock dividends are grossed-up to reflect the pre-tax amount of earnings required to fund the obligation.
</TABLE>
