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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
September 18, 1997
Date of Report (Date of Earliest event reported)
ML Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Commonwealth of Pennsylvania
(State or other jurisdiction of incorporation)
0-24358
(Commission File Number)
23-2752439
(IRS Employer Identification No.)
Two Aldwyn Center
Lancaster Avenue & Route 320
Villanova, Pennsylvania 19085
(Address of principal executive offices)
(610) 526-6200
Registrant's telephone number, including area code
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Item 5. Other Events.
On September 24, 1997, ML Bancorp, Inc. ("ML Bancorp") filed a Current
Report on Form 8-K (the "Current Report") disclosing that on September 18, 1997
ML Bancorp and Sovereign Bancorp ("Sovereign") entered into an Agreement and
Plan of Merger which sets forth the terms and conditions under which ML Bancorp
will be merged with and into Sovereign. This amendment No. 1 to the Current
Report is being filed to replace Exhibit Nos. 10.1 and 10.2 to the Current
Report. Exhibits 10.1 and 10.2 as filed with this amendment are the final forms
of such Exhibits.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
The following exhibits are filed herewith.
Exhibit No. Description of Exhibit
___________ ______________________
10.1 Form of Letter Agreement, dated as of September 18,
1997, between Sovereign Bancorp and the directors and
executive officers of ML Bancorp, Inc. (included also
as Exhibit 1-A to the Agreement and Plan of Merger,
dated as of September 18, 1997, between Sovereign
Bancorp and ML Bancorp, Inc.).
10.2 Form of Letter Agreement, dated as of September 18,
1997, between ML Bancorp, Inc. and the directors and
executive officers of Sovereign Bancorp (included
also as Exhibit 1-B to the Agreement and Plan of
Merger, dated as of September 18, 1997, between
Sovereign Bancorp and ML Bancorp, Inc.).
2
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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.
ML BANCORP, INC.
By:/s/ Brian M. Hartline
______________________________________________
Name: Brian M. Hartline
Title: Senior Vice President, Chief Financial
Officer, Secretary and Treasurer
(principal financial officer)
Date: November 7, 1997
3
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Exhibit 10.1
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Exhibit 1-A
September 18, 1997
Sovereign Bancorp, Inc.
1130 Berkshire Boulevard
Wyomissing, Pennsylvania 19610
Ladies and Gentlemen:
Sovereign Bancorp, Inc. ("Sovereign") and ML Bancorp, Inc. ("ML") desire to
enter into an agreement dated September 18, 1997 ("Agreement"), pursuant to
which, subject to the terms and conditions set forth therein, (a) ML will merge
with and into Sovereign with Sovereign surviving the merger, and
(b) shareholders of ML will receive common stock of Sovereign in exchange for
common stock of ML outstanding on the closing date (the foregoing, collectively,
referred to herein as the "Merger").
Sovereign has required, as a condition to its execution and delivery to ML
of the Agreement, that the undersigned execute and deliver to Sovereign this
Letter Agreement.
In consideration of the foregoing, each of the undersigned hereby
irrevocably:
(a) Agrees to be present (in person or by proxy) at all meetings of
shareholders of ML called to vote for approval of the Agreement and the Merger
so that all shares of common stock of ML then owned by the undersigned will be
counted for the purpose of determining the presence of a quorum at such meetings
and to vote or cause to be voted all such shares in favor of approval and
adoption of the Agreement and the transactions contemplated thereby (including
any amendments or modifications of the terms thereof approved by the Board of
Directors of ML);
(b) Agrees not to vote or execute any written consent to rescind or
amend in any manner any prior vote or written consent, as a shareholder of ML,
to approve or adopt the Agreement;
(c) Agrees to use reasonable best efforts to cause the Merger to be
consummated;
(d) Agrees not to offer, sell, transfer or otherwise dispose of any
shares of common stock of Sovereign received in the Merger, except (i) at such
time as a registration statement under the Securities Act of 1933, as amended
("Securities Act") covering sales of such Sovereign common stock is effective
and a prospectus
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Sovereign Bancorp, Inc.
September 18, 1997
Page 2
is made available under the Securities Act, (ii) within the limits, and in
accordance with the applicable provisions of, Rule 145(d) under the Securities
Act, or (iii) in a transaction which, in the opinion of counsel satisfactory to
Sovereign or as described in a "no-action" or interpretive letter from the staff
of the Securities and Exchange Commission ("SEC"), is not required to be
registered under the Securities Act; and acknowledges and agrees that Sovereign
is under no obligation to register the sale, transfer or other disposition of
Sovereign common stock by the undersigned or on behalf of the undersigned, or to
take any other action necessary to make an exemption from registration
available;
(e) Notwithstanding the foregoing, agrees not to sell, or in any
other way reduce the risk of the undersigned relative to, any shares of common
stock of ML or of common stock of Sovereign, during the period commencing thirty
days prior to the effective date of the Merger and ending on the date on which
financial results covering at least thirty days of post-Merger combined
operations of Sovereign and ML have been published within the meaning of
Section 201.01 of the SEC's Codification of Financial Reporting Policies,
provided, however, that excluded from the foregoing undertaking shall be such
sales, pledges, transfers or other dispositions of shares of ML common stock or
shares of Sovereign common stock which, in Sovereign's sole judgment, are
individually and in the aggregate de minimis within the meaning of Topic 2-E of
the Staff Accounting Bulletin Series of the SEC;
(f) Agrees that neither ML nor Sovereign shall be bound by any
attempted sale of any shares of ML common stock or Sovereign common stock,
respectively, and ML's and Sovereign's transfer agents shall be given
appropriate stop transfer orders and shall not be required to register any such
attempted sale, unless the sale has been effected in compliance with the terms
of this Letter Agreement; and further agrees that the certificate representing
shares of Sovereign common stock owned by the undersigned may be endorsed with a
restrictive legend consistent with the terms of this Letter Agreement;
(g) Acknowledges and agrees that the provisions of subparagraphs (d),
(e) and (f) hereof also apply to shares of Sovereign common stock and ML common
stock owned by (i) his or her spouse, (ii) any of his or her relatives or
relatives of his or her spouse occupying his or her home, (iii) any trust or
estate in which he or she, his or her spouse, or any such relative owns at least
a 10% beneficial interest or of which any of them serves as trustee, executor or
in any similar capacity, and (iv) any corporation or other organization in which
the undersigned, any
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Sovereign Bancorp, Inc.
September 18, 1997
Page 3
affiliate of the undersigned, his or her spouse, or any such relative owns at
least 10% of any class of equity securities or of the equity interest;
(h) Represents that the undersigned has no plan or intention to sell,
exchange, or otherwise dispose of any shares of common stock of Sovereign prior
to expiration of the time period referred to in subparagraph (e) hereof; and
(i) Represents that the undersigned has the capacity to enter into
this Letter Agreement and that it is a valid and binding obligation enforceable
against the undersigned in accordance with its terms, subject to bankruptcy,
insolvency and other laws affecting creditors' rights and general equitable
principles.
_________________________
It is understood and agreed that the provisions of subparagraphs (a), (b)
and (c) of this Letter Agreement relate solely to the capacity of the
undersigned as a shareholder or other beneficial owner of shares of ML common
stock and is not in any way intended to affect the exercise by the undersigned
of the undersigned's responsibilities as a director or officer of ML. It is
further understood and agreed that such subparagraphs of this Letter Agreement
are not in any way intended to affect the exercise by the undersigned of any
fiduciary responsibility which the undersigned may have in respect of any shares
of ML common stock held by the undersigned as of the date hereof.
_________________________
This Letter Agreement may be executed in two or more counterparts, each of
which shall be deemed to constitute an original, but all of which together shall
constitute one and the same Letter Agreement.
_________________________
This Letter Agreement shall terminate concurrently with any termination of
the Agreement in accordance with its terms.
_________________________
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Sovereign Bancorp, Inc.
September 18, 1997
Page 4
The undersigned intend to be legally bound hereby.
Sincerely,
/s/ John R. Eppinger
--------------------
John R. Eppinger
/s/ Owen O. Freeman
---------------------
Owen O. Freeman
/s/ David B. Hastings
---------------------
David B. Hastings
/s/ John J. Leahy
------------------
John J. Leahy
/s/ Henry M. Luedecke
---------------------
Henry M. Luedecke
/s/ Dennis S. Marlo
-------------------
Dennis S. Marlo
/s/ Joseph M. Blaston
---------------------
Joseph M. Blaston
/s/ Robert M. Campbell, Jr.
---------------------------
Robert M. Campbell, Jr.
/s/ Brian M. Hartline
---------------------
Brian M. Hartline
/s/ Allan Woolford
-------------------
Allan Woolford
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Exhibit 10.2
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Exhibit 1-B
September 18, 1997
ML Bancorp, Inc.
Two Aldwyn Center
Route 320 & Lancaster Avenue
Villanova, Pennsylvania 19085
Ladies and Gentlemen:
Sovereign Bancorp, Inc. ("Sovereign") and ML Bancorp, Inc. ("ML") desire to
enter into an agreement dated September 18, 1997 ("Agreement"), pursuant to
which, subject to the terms and conditions set forth therein, (a) ML will merge
with and into Sovereign with Sovereign surviving the merger, and
(b) shareholders of ML will receive common stock of Sovereign in exchange for
common stock of ML outstanding on the closing date (the foregoing, collectively,
referred to herein as the "Merger").
ML has required, as a condition to its execution and delivery to Sovereign
of the Agreement, that the undersigned execute and deliver to Sovereign this
Letter Agreement.
In consideration of the foregoing, each of the undersigned hereby
irrevocably:
(a) Agrees to be present (in person or by proxy) at all meetings of
shareholders of Sovereign called to vote for approval of the Agreement and the
Merger so that all shares of common stock of Sovereign then owned by the
undersigned will be counted for the purpose of determining the presence of a
quorum at such meetings and to vote or cause to be voted all such shares in
favor of approval and adoption of the Agreement and the transactions
contemplated thereby (including any amendments or modifications of the terms
thereof approved by the Board of Directors of Sovereign);
(b) Agrees not to vote or execute any written consent to rescind or
amend in any manner any prior vote or written consent, as a shareholder of
Sovereign, to approve or adopt the Agreement;
(c) Agrees to use reasonable best efforts to cause the Merger to be
consummated;
(d) Agrees not to sell, or in any other way reduce the risk of the
undersigned relative to, any shares of common stock of ML or of common stock of
Sovereign, during the period commencing thirty days prior to the effective date
of the Merger and ending on
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ML Bancorp, Inc.
September 18, 1997
Page 2
the date on which financial results covering at least thirty days of post-Merger
combined operations of Sovereign and ML have been published within the meaning
of Section 201.01 of the Codification of Financial Reporting Policies of the
Securities and Exchange Commission ("SEC"), provided, however, that excluded
from the foregoing undertaking shall be such sales, pledges, transfers or other
dispositions of shares of ML common stock or shares of Sovereign common stock
which, in Sovereign's sole judgment, are individually and in the aggregate
de minimis within the meaning of Topic 2-E of the Staff Accounting Bulletin
Series of the SEC;
(e) Agrees that neither ML nor Sovereign shall be bound by any
attempted sale of any shares of ML common stock or Sovereign common stock,
respectively, and ML's and Sovereign's transfer agents shall be given
appropriate stop transfer orders and shall not be required to register any such
attempted sale, unless the sale has been effected in compliance with the terms
of this Letter Agreement; and further agrees that the certificate representing
shares of Sovereign common stock owned by the undersigned may be endorsed with a
restrictive legend consistent with the terms of this Letter Agreement;
(f) Acknowledges and agrees that the provisions of subparagraphs (d)
and (e) hereof apply to shares of Sovereign common stock and ML common stock
owned by (i) his or her spouse, (ii) any of his or her relatives or relatives of
his or her spouse occupying his or her home, (iii) any trust or estate in which
he or she, his or her spouse, or any such relative owns at least a 10%
beneficial interest or of which any of them serves as trustee, executor or in
any similar capacity, and (iv) any corporation or other organization in which
the undersigned, any affiliate of the undersigned, his or her spouse, or any
such relative owns at least 10% of any class of equity securities or of the
equity interest;
(g) Represents that the undersigned has no plan or intention to sell,
exchange, or otherwise dispose of any shares of common stock of Sovereign prior
to expiration of the time period referred to in subparagraph (d) hereof; and
(h) Represents that the undersigned has the capacity to enter into
this Letter Agreement and that it is a valid and binding obligation enforceable
against the undersigned in accordance with its terms, subject to bankruptcy,
insolvency and other laws affecting creditors' rights and general equitable
principles.
_________________________
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ML Bancorp, Inc.
September 18, 1997
Page 3
It is understood and agreed that the provisions of subparagraphs (a), (b)
and (c) of this Letter Agreement relate solely to the capacity of the
undersigned as a shareholder or other beneficial owner of shares of Sovereign
common stock and is not in any way intended to affect the exercise by the
undersigned of the undersigned's responsibilities as a director or officer of
Sovereign. It is further understood and agreed that such subparagraphs of this
Letter Agreement are not in any way intended to affect the exercise by the
undersigned of any fiduciary responsibility which the undersigned may have in
respect of any shares of Sovereign common stock held by the undersigned as of
the date hereof.
_________________________
This Letter Agreement may be executed in two or more counterparts, each of
which shall be deemed to constitute an original, but all of which together shall
constitute one and the same Letter Agreement.
_________________________
This Letter Agreement shall terminate concurrently with any termination of
the Agreement in accordance with its terms.
_________________________
The undersigned intend to be legally bound hereby.
Sincerely,
/s/ Fred D. Hafer
___________________________________
Fred D. Hafer
/s/ Patrick J. Petrone
___________________________________
Patrick J. Petrone
/s/ Cameron C. Troilo
___________________________________
Cameron C. Troilo
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ML Bancorp, Inc.
September 18, 1997
Page 4
/s/ Rhoda S. Oberholtzer
__________________________________
Rhoda S. Oberholtzer
/s/ Daniel K. Rothermel
___________________________________
Daniel K. Rothermel
/s/ Richard E. Mohn
___________________________________
Richard E. Mohn
/s/ Jay S. Sidhu
___________________________________
Jay S. Sidhu
/s/ G. Arthur Weaver
___________________________________
G. Arthur Weaver
/s/ Karl D. Gerhart
___________________________________
Karl D. Gerhart
/s/ Lawrence M. Thompson, Jr.
___________________________________
Lawrence M. Thompson, Jr.
