SBP Santander Bancorp (Holding CO)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

 

Santander BanCorp

(Name of Issuer)

 

 

Common Stock, Par Value $2.50 Per Share

(Title of Class of Securities)

802809103

(CUSIP Number)

Juan Andrés Yanés

Banco Santander, S.A.

45 East 53rd Street

New York, NY 10022

(212) 350-3481

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 20, 1998

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box.   ¨

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No.						802809103
1.		Names of Reporting Persons. Banco Santander, S.A.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   AF, WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)                                            x
6.		Citizenship or Place of Organization Spain
NUMBER OF SHARES BENEFICIALLY     OWNED BY EACH REPORTING PERSON WITH				7.		Sole Voting Power None
				8.		Shared Voting Power 42,252,418
				9.		Sole Dispositive Power None
				10.		Shared Dispositive Power 42,252,418
11.		Aggregate Amount Beneficially Owned by Each Reporting Person 42,252,418
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)                                     ¨
13.		Percent of Class Represented by Amount in Row (11) 90.6%
14.		Type of Reporting Person (See Instructions) CO

 

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CUSIP No.						802809103
1.		Names of Reporting Persons. Administración de Bancos Latinoamericanos Santander, S.L.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   AF, WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)                                            ¨
6.		Citizenship or Place of Organization Spain
NUMBER OF SHARES BENEFICIALLY     OWNED BY EACH REPORTING PERSON WITH				7.		Sole Voting Power None
				8.		Shared Voting Power 42,241,338
				9.		Sole Dispositive Power None
				10.		Shared Dispositive Power 42,241,338
11.		Aggregate Amount Beneficially Owned by Each Reporting Person 42,241,338
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)                                     ¨
13.		Percent of Class Represented by Amount in Row (11) 90.6%
14.		Type of Reporting Person (See Instructions) CO

 

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CUSIP No.						802809103
1.		Names of Reporting Persons. Santander Bank & Trust Ltd.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)                                            ¨
6.		Citizenship or Place of Organization Bahamas
NUMBER OF SHARES BENEFICIALLY     OWNED BY EACH REPORTING PERSON WITH				7.		Sole Voting Power None
				8.		Shared Voting Power 11,080
				9.		Sole Dispositive Power None
				10.		Shared Dispositive Power 11,080
11.		Aggregate Amount Beneficially Owned by Each Reporting Person 11,080
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)                                     ¨
13.		Percent of Class Represented by Amount in Row (11) 0.03%
14.		Type of Reporting Person (See Instructions) CO

 

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Item 1. Security and Issuer

The class of equity securities to which this statement relates is the common stock, par value $2.50 per share (the “Shares”), of Santander BanCorp, a Commonwealth of Puerto Rico corporation (the “Issuer”). The principal executive offices of the Issuer are located at Santander Tower, B-7 Tabonuco Street, Guaynabo, Puerto Rico 00968.

Item 2. Identity and Background

The names of the persons filing this statement (the “Reporting Persons”) are Banco Santander, S.A., a Spanish bank organized under the laws of the Kingdom of Spain (“Santander”), and the other Reporting Persons named on the cover pages of this statement, each of which is a wholly-owned subsidiary of Santander.

The address of the principal office of Santander is Ciudad Grupo Santander, Avda. de Cantabria, s/n 28660 Boadilla del Monte. Madrid, Spain. The name, business address, present principal occupation or employment and citizenship of each director and executive officer of Santander is set forth on Schedule A.

Santander is a financial group operating principally in Spain, the United Kingdom, Portugal, other European countries, Brazil and other Latin American countries and the United States, offering a wide range of financial products, including retail banking, global wholesale banking and asset management and insurance. At December 31, 2009, Santander had a market capitalization of €95.0 billion, shareholders’ equity of €68.7 billion and total assets of €1,110.5 billion. Santander had an additional €134.9 billion in mutual funds, pension funds and other assets under management at that date. As of December 31, 2009, Santander had 49,870 employees and 5,871 branch offices in Continental Europe, 22,949 employees and 1,322 branches in the United Kingdom, 85,794 employees and 5,745 branches in Latin America, 8,847 employees and 722 branches in the United States and 1,820 employees in other geographic regions.

Except as set forth in Schedule A attached hereto, during the last five years, none of Santander and the other Reporting Persons, and to the best of Santander’s and the other Reporting Persons’ knowledge, any of the persons listed on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject, to federal or state securities laws or finding any violation with respect to such laws.

For information concerning the other Reporting Persons, please see the cover pages of this statement and Schedule A hereto.

Item 3. Source and Amount of Funds or Other Consideration

Prior to November 20, 1998, Banco Santander Puerto Rico (“BSPR”) was a wholly-owned subsidiary of Santander. On November 20, 1998, the common stock of BSPR was offered to the public (NYSE symbol: SBP) (the “IPO”).

The Issuer was reorganized on May 2, 2000 under the laws of the Commonwealth of Puerto Rico to serve as the bank holding company of BSPR, its subsidiaries and certain other entities (the “Reorganization”). As a result of the Reorganization, each outstanding share of BSPR common stock was converted into one Share.

The Issuer has since its IPO in 1998 disclosed the percentage of outstanding Shares beneficially owned by Santander in its Definitive Proxy Statement on Schedule 14A and in each of its Annual Reports on Form 10-K and

 

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Quarterly Reports on Form 10-Q. It also discloses the number of outstanding Shares beneficially owned by Santander in its Definitive Proxy Statement on Schedule 14A.

During the period between March 8, 2001 and December 31, 2005, Administración de Bancos Latinoamericanos Santander, S.L. (“ABLASA”) purchased 1,822,687 Shares. The aggregate purchase price for the Shares purchased by ABLASA was $40,470,307.65. The purchases were funded with loans from Santander to ABLASA totaling $40,423,955.91 and ABLASA’s internally generated funds.

The aggregate purchase price for the Transaction (as defined below in Item 4) will be $55,807,651, at a price of $12.69 per Share. ABLASA will obtain a loan from Santander for the entire amount of the aggregate purchase price.

Item 4. Purpose of Transaction

The purchases described in Item 3 were made for investment purposes.

On June 24, 2010, Santander filed a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission and commenced a cash tender offer for all of the outstanding Shares that ABLASA did not already own of the Issuer for $12.69 per Share (the “Proposed Offer”). As soon as reasonably practicable after the consummation of the Proposed Offer, Santander intends to consummate a short-form merger with the Issuer in which all remaining public stockholders of the Issuer would receive the same price per share as was paid in the Proposed Offer, without interest and less applicable withholding taxes (the “Merger” and together with the Proposed Offer, the “Transaction”).

Because Santander owns more than 90% of the Shares, Puerto Rico law provides Santander with the right to immediately acquire all of the Shares that it does not already own by means of a short-form merger without extending the Proposed Offer and without seeking shareholder approval or the approval of the board of directors of the Issuer. However, in order to offer minority stockholders who are not residents of Puerto Rico or who hold their Shares through a broker, dealer, commercial bank, trust company or other nominee an alternative to the imposition of withholding tax pursuant to Puerto Rico law that will occur when the Santander Group merges with the Issuer through the Merger, Santander is initially offering to purchase for cash all of the Shares that it does not already own at the same price as the merger consideration to be paid in the Merger.

It is currently expected that, following the consummation of the Merger, Santander will evaluate the business and operations of the Issuer with a view to maximizing the Issuer’s potential, and Santander will take such actions as it deems appropriate under the circumstances and market conditions then existing. Santander may consider, among other things, an internal reorganization of the Issuer’s businesses, including changes to, or elimination of, the bank holding company structure of the Issuer and the merger of the Issuer’s Santander Financial division into Banco Santander Puerto Rico, spin-offs of assets, or a reorganization of the Issuer and its businesses across Santander’s United States operations. Such reorganizations may result in capital gains or losses, greater efficiencies, or changes to the regulations which the Issuer is subject to, which could increase the profitability of the Issuer. Santander intends to cause the Issuer to terminate the registration of the Shares under Section 12(g)(4) of the Act following the Merger, which will result in the suspension of the Issuer’s duty to file reports pursuant to the Act. The listing of the Shares on the New York Stock Exchange will be terminated after the completion of the Merger.

Santander does not currently have any commitment or agreement and is not currently negotiating for sales of any of the Issuer’s businesses or for the acquisition of any business or material assets. However, Santander will consider opportunities for acquisitions by the Issuer and sales of the Issuer’s businesses as they arise. Additionally, Santander does not currently contemplate any material change in the composition of the Issuer’s current management or board of directors.

Except as otherwise described herein, the Issuer has not, and Santander has not, as of the date hereof, approved any specific plans or proposals for:

 

•

any extraordinary corporate transaction involving the Issuer after the completion of the Merger;

 

•

any sale or transfer of a material amount of assets currently held by the Issuer after the completion of the Merger;

 

•

any change in the board of directors or management of the Issuer;

 

•

any material change in the Issuer’s dividend rate or policy, or indebtedness or capitalization; or

 

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•

any other material change in the Company’s corporate structure or business.

Item 5. Interest in Securities of the Issuer

(a) The information set forth in Item 1, 7-11 and 13 of the cover pages of this statement is incorporated herein by reference. Except as set forth in this Item 5(a), none of the Reporting Persons and, to the best of its knowledge, any persons named in Schedule A hereto beneficially owns any Shares.

(b) The information set forth in Item 1, 7-11 and 13 of the cover pages of this statement is incorporated herein by reference.

(c) No change in beneficial ownership of the Shares covered by this Schedule 13D has occurred during the past sixty days.

(d) Inapplicable.

(e) Inapplicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

To the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between the persons enumerated in Item 2 and Schedule A, and any other person, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

Item 7. Material to be Filed as Exhibits

 

Exhibit 1

Offer to Purchase, dated June 24, 2010, (incorporated by reference to Exhibit (a)(1)(i) to the Tender Offer Statement and Schedule 13E-3 Transaction Statement on Schedule TO and Schedule 13e-3 filed by ABLASA on June 24, 2010)

 

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

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SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF SANTANDER

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Santander are set forth below. If no business address is given, the director’s or officer’s business address is the address specified in Item 2 as the principal business address of Santander. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Santander. All of the directors and officers are citizens of Spain except for Assicurazioni Generali, S.p.A. (Italy), Lord Burns (United Kingdom), Antonio H. Osorio (Portugal), Mr. Adolfo Lagos (Mexico and Spain dual citizen) and Mr. Nuno Manuel Da Silva Amado (Portugal).

 

Name		Present Principal Occupation and Name of Employer
Directors
Emilio Botín		Chairman of the Board of Directors and of the Executive Committee
Fernando de Asúa		First Vice Chairman of the Board of Directors and Chairman of the Appointments and Remuneration Committee
Alfredo Sáenz (**)		Second Vice Chairman of the Board of Directors and Chief Executive Officer
Matías R. Inciarte		Third Vice Chairman of the Board of Directors and Chairman of the Risk Committee
Manuel Soto		Fourth Vice Chairman of the Board of Directors and Chairman of the Audit and Compliance Committee
Assicurazioni Generali, S.p.A. (*)		Not applicable (1)
Antonio Basagoiti		Director
Ana P. Botín (*)		Director and Chairwoman, Banesto
Javier Botín (*)		Director
Lord Burns (*)		Director
Guillermo de la Dehesa (*)		Director
Rodrigo Echenique		Director
Antonio Escámez		Director
Ángel Jado		Director

 

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Francisco Luzón		Director and Executive Vice President, America
Abel Matutes (*)		Director
Juan R. Inciarte		Director and Executive Vice President, Strategy
Luis Ángel Rojo		Director
Luis Alberto Salazar-Simpson		Director
Isabel Tocino		Director

 

Name		Present Principal Occupation and Name of Employer
Executive Officers excluding Directors
José A. Álvarez		Executive Vice President, Financial Management and Investor Relations
Nuno Manuel Da Silva Amado (*)		Executive Vice President Santander Totta
Ignacio Benjumea		Executive Vice President, General Secretariat
Juan Manuel Cendoya		Executive Vice President, Communications, Corporate Marketing and Research
José María Espí		Executive Vice President, Risk
José María Fuster		Executive Vice President, Technology and Operations
José Luis G. Alciturri		Executive Vice President, Human Resources
Enrique G. Candelas		Executive Vice President, Santander Branch Network - Spain
Juan Guitard		Executive Vice President, Internal Auditing
Antonio H. Osorio (*)		Chief Executive Officer, Santander UK
Adolfo Lagos		Executive Vice President, Global Wholesale Banking
Jorge Maortua		Executive Vice President, Global Wholesale Banking
Javier Marín		Executive Vice President, Global Private Banking and Asset Management

 

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Jorge Morán		Executive Vice President, Insurance and Global Direct Banking
César Ortega		Executive Vice President, General Secretariat
Javier Peralta		Executive Vice President, Risk
Jaime Pérez Renovales		Executive Vice President General Secretariat
Marcial Portela		Executive Vice President, America
Magda Salarich Fernández de Valderrama		Executive Vice President, Santander Consumer Finance
José Manuel Tejón		Executive Vice President, Financial Accounting and Control
Jesús Mª Zabalza		Executive Vice President, America

 

(1)	This director of Banco Santander is an insurance company and thus has no occupation.

The business address of those persons marked with (*) is as follows:

Assicurazioni Generali, S.p.A.

Piazza Duca degli Abruzzi, 2

34132 Trieste, Italy

Ana P. Botín

Avda. Gran Vía de Hortaleza, 3

28043 Madrid

Spain

Javier Botín

Plaza Manuel Gómez Moreno, 2

28020 Madrid

Spain

Lord Burns

2 Triton Square

Regent’s Place

London NW1 3AN

United Kingdom

Guillermo de la Dehesa

C/ Francisco Silvela, 106

28002 Madrid

Spain

Abel Matutes

Avda. Bartolomé Roselló, 18

 

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07800 Ibiza

Spain

Nuno Manuel Da Silva Amado

Rua do Ouro, 88

1100 – 063 Lisbon

Portugal

Antonio H. Osorio

2 Triton Square

Regent’s Place

London NW1 3AN

United Kingdom

 

**

On December 18, 2009, the Barcelona Provincial Court handed down an unfavorable criminal judgment against, among others, Alfredo Saenz in his capacity as former chairman of Banesto. Mr. Sáenz had been prosecuted for allegedly causing Banesto to make a false criminal accusation of fraud and concealment of assets against a debtor in connection with a loan recovery process involving that debtor at the beginning of 1994. Mr. Sáenz has been convicted of false accusation. The judgment is not firm, and has been appealed.

 

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DIRECTORS OF ABLASA

The name, title, present principal occupation or employment of each director of ABLASA are set forth below. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to employment with ABLASA. The business address of each director is Ciudad Grupo Santander, Avenida de Cantabria s/n. 28660 Boadilla del Monte. Madrid, Spain, unless otherwise stated. ABLASA is managed by its board of directors and has no executive officers. All of the directors are citizens of Spain.

 

Name		Present Principal Occupation and Name of Employer
Directors
César Ortega		Director; Executive Vice President, General Secretariat, Banco Santander, S.A.
José Manuel Tejón		Director; Executive Vice President, Financial Accounting and Control, Banco Santander, S.A.
Pablo Castilla Reparaz		Director; Deputy General Manager of the Corporate Legal Department, Banco Santander, S.A.
Victor Gonzalo Barallat		Director; Director of Financial Resources and Business Development for Latin America, Banco Santander, S.A.
José Antonio Blanco		Director
Martin Manuel Armas		Director

 

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DIRECTORS AND EXECUTIVE OFFICERS OF SANTANDER BANK & TRUST LTD. (“SANTANDER BAHAMAS”)

The name, citizenship, title, present principal occupation or employment of each director and executive officer of Santander Bahamas are set forth below. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to employment with Santander Bahamas. Unless otherwise indicated, the business address of each director and executive officer is Goodman’s Bay Corporate Centre 3 ^rd floor, West Bay Street & Seaview Drive, Nassau, Bahamas PO BOX N-1682.

 

Name		Citizenship		Present Principal Occupation and Name of Employer
Directors
Gonzalo de las Heras (*)		United States		Chairman of the Board of Directors
José González de Castejón		Spain		Managing Director
Pablo Rodríguez Müller		Spain		Director and Secretary
María N. Taylor		Bahamas		Director, Head of Human Resources Department and Trust Department
Roberto Crespo Morales		United States		Director, Head of Credit Risk Department
William Wallace (*)		Bahamas		Director, Managing Partner of PKF Bahamas

 

Name		Citizenship		Present Principal Occupation and Name of Employer
Executive Officers excluding Directors
Ricardo Jamilis		Argentina		Chief Financial Officer
Rosemary Symonette-Parker		Bahamas		Head of Operations
Carlos Sisó		Spain		Head of Information Technology and Private Banking Back-Office Departments

The business address of those persons marked with (*) is as follows:

Gonzalo de las Heras

Banco Santander, S.A. New York Branch, 45 East 53rd Street, New York, NY 10022

William Wallace

Pannell House 44 Elizabeth Ave P.O. Box N 8335, Nassau, Bahamas

 

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