-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, bePb/ZiBFOVz304FdnYjCxz0rF9c2KMKYrXgkddfFU/faygv7Jbh7rH/MRQsl70o DJsi7+y5kXfuNNpoRmCEWQ== 0000891836-95-000039.txt : 19950428 0000891836-95-000039.hdr.sgml : 19950428 ACCESSION NUMBER: 0000891836-95-000039 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950427 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOVEREIGN BANCORP INC CENTRAL INDEX KEY: 0000811830 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 232453088 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39453 FILM NUMBER: 95532029 BUSINESS ADDRESS: STREET 1: 1130 BERKSHIRE BLVD CITY: WYOMISSING STATE: PA ZIP: 19610 BUSINESS PHONE: 6103208400 MAIL ADDRESS: STREET 1: PO BOX 12646 CITY: READING STATE: PA ZIP: 19612 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JAINDL FREDERICK JOHN CENTRAL INDEX KEY: 0000906150 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O JAINDL TURKEY FARM STREET 2: 3150 COFFEETOWN ROAD CITY: OREFIELD STATE: PA ZIP: 18069 SC 13D/A 1 13D AMENDMENT NO. 16 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 16) Sovereign Bancorp, Inc. (Name of Issuer) Common Stock (without par value) (Title of Class of Securities) 845905 10 8 (CUSIP Number) Frederick J. Jaindl Jaindl's Turkey Farm 3150 Coffeetown Road Orefield, Pennsylvania 18069 (610) 395-3333 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 24, 1995 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. 2 - --------------------- CUSIP NO. 845905 10 8 - --------------------- - ------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Frederick John Jaindl SS No.: ###-##-#### - ------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X ] - ------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------ 4. SOURCE OF FUNDS OO - ------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - ------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 3,815,782.49 SHARES ---------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH ---------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 3,815,782.49 WITH ---------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,815,782.49 - ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X ] - ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.0% - ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------ 3 This Amendment No. 16, dated April 27, 1995 (this "Amendment"), to the Schedule 13D filed by Frederick J. Jaindl (the "Reporting Person") dated September 3, 1986, as amended by Amendment No. 1 dated March 15, 1989, Amendment No. 2 dated May 12, 1989, Amendment No. 3 dated June 5, 1989, Amendment No. 4 dated August 7, 1989, Amendment No. 5 dated September 1, 1989, Amendment No. 6 dated December 20, 1989, Amendment No. 7 dated September 4, 1990, Amendment No. 8 dated September 24, 1992, Amendment No. 9 dated May 6, 1993, Amendment No. 10 dated June 1, 1993, Amendment No. 11 dated December 20, 1994, Amendment No. 12 dated January 5, 1994; Amendment No. 13 dated January 3, 1994, Amendment No. 14 dated January 19, 1994 and Amendment No. 15, dated April 26, 1994, (as amended, the "Schedule 13D"), amends the Schedule 13D with respect to the common stock, without par value ("Common Stock"), of Sovereign Bancorp, Inc., a Pennsylvania corporation ("Sovereign"), by adding the following information under the items indicated: Item 1. Security and Issuer This Amendment relates to the Common Stock, without par value, of Sovereign. Sovereign's principal executive offices are located at 1130 Berkshire Boulevard, Wyomissing, Pennsylvania 19610. Item 2. Identity and Background (a)-(c), (f) The Reporting Person is Frederick J. Jaindl. The Reporting Person's business address is c/o Jaindl's Turkey Farm, 3150 Coffeetown Road, Orefield, Pennsylvania 18069. The Reporting Person's present principal occupation is as sole proprietor of Jaindl's Turkey Farm. The principal business of Jaindl's Turkey Farm is the growing and breeding of turkeys. The Reporting Person is a United States citizen. (d)-(e) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has the Reporting Person been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such law. 4 Item 3. Source and Amount of Funds or Other Consideration. Except as otherwise set forth in the Schedule 13D or this Amendment, the Common Stock beneficially owned by the Reporting Person was acquired (i) in open market purchases, (ii) pursuant to the stock-for-stock merger of Valley Federal Savings and Loan Association ("Valley Federal") with Sovereign, in which shares of common stock of Valley Federal owned by the Reporting Person were converted into the right to receive Common Stock, (iii) through dividends, splits or other distributions of Common Stock by Sovereign with respect to outstanding Common Stock, or (iv) through the reinvestment of cash dividends distributed by Sovereign pursuant to the Reporting Person's participation in Sovereign's Dividend Reinvestment Plan. The Common Stock purchased by the Reporting Person was purchased with funds (i) from income and other distributions from the Reporting Person's principal business and other businesses and investments and (ii) as previously disclosed in the Schedule 13D, borrowed pursuant to margin loans with Legg Mason Wood Walker Inc. ("Legg Mason") and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"). The margin loan with Legg Mason is secured by Common Stock. The margin loan with Merrill has been repaid in full and the Common Stock secured pursuant thereto has been released. The Reporting Person has also used Common Stock to secure loans from PNC Bank N.A. and Meridian Bank to, and letters of credit from Meridian Bank and Keystone Farm Credit for the benefit of, his principal business and other businesses. Item 4. Purpose of Transaction. (a)-(j) The Reporting Person initially acquired Common Stock for investment purposes and has from time to time assessed his investment in Sovereign. As set forth in Amendment 15 to the Schedule 13D, on April 26, 1994, following a review of his investment in Sovereign, the Reporting Person determined to sell shares of Common Stock from time to time in one or more transactions based on, among other things, then current market conditions. Since such date, the Reporting Person has sold or otherwise transferred Common Stock as set forth on Annex A hereto. The Reporting Person intends to continue to review and assess his investment in Sovereign and may from time to time increase or decrease such investment based on then existing market conditions and other facts and circumstances. There can be no assurance that the Reporting Person will increase or decrease his investment in Sovereign or as to the number of shares of Common Stock that may be bought, sold or otherwise transferred in any such transactions. On April 24, 1995, the Reporting Person sent a letter (the "Resignation Letter") to Sovereign and each of 5 the other directors of Sovereign informing them that, among other things, he was resigning as Chairman and as a director of Sovereign. The Reporting Person also issued a press release (the "Press Release") announcing such resignation. The Resignation Letter and the Press Release are attached hereto as Exhibits 1 and 2, respectively, and are incorporated by reference herein. The Reporting Person, in his former capacity as a director of Sovereign and his current and former capacity as a substantial stockholder of Sovereign, has from time to time considered the potential benefits to Sovereign and its stockholders (including the Reporting Person) of an extraordinary transaction such as a merger or reorganization involving Sovereign and/or its subsidiaries. Subject to his legal obligations, the Reporting Person intends to continue to evaluate one or more of such potential transactions in the future. There can be no assurance that the Reporting Person will propose that Sovereign engage in any such transaction or transactions or that, as a result of any such proposal, Sovereign will enter into any agreement with respect to or consummate any such transactions. As more fully set forth in Item 6, the Reporting Person is a party to the MOU (as hereinafter defined) that limits the ability of directors of Sovereign to, among other things, knowingly receive or respond to certain acquisition proposals. Item 5. Interest in Securities of the Issuer. (a)-(d) Based on the information set forth herein and information contained in the most recent publicly available filings of Sovereign with the Securities and Exchange Commission (including an adjustment for the special 5% Common Stock dividend whereby one additional share of Common Stock was distributed on April 11, 1995 by Sovereign for every twenty shares of Common Stock owned by holders of record on March 31, 1995), the Reporting Person beneficially owns the number and percentage of outstanding shares of Common Stock listed in his responses to Items 11 and 13, respectively, of the cover page filed herewith (which includes 42,000 shares of Common Stock (after adjustment for the 5% Common Stock dividend) gifted to the Reporting Person's spouse on October 1, 1994 and 6,930 shares of Common Stock held by the Jaindl's Turkey Farm Profit Sharing Plan, over which the Reporting Person, as the administrator, has sole voting and dispositive power). In addition, the number of shares of Common Stock which may be deemed beneficially owned by the Reporting Person with respect to which the Reporting Person (i) has sole voting power, (ii) shares voting power, (iii) has sole dispositive power and (iv) shares dispositive power are listed in the responses to Items 7, 8, 9 and 10, respectively, of his cover page filed herewith. The Reporting Person expressly disclaims beneficial ownership of 6 Common Stock held by his children, a charitable trust and various trusts for the benefit of his grandchildren over which he has no voting or dispositive power. Attached hereto as Annex A is a schedule of transactions or other transfers of Common Stock by the Reporting Person since the filing of Amendment No. 15 to the Schedule 13D. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer As previously disclosed in Amendment No. 14 to the Schedule 13D, on January 18, 1994, the Reporting Person entered into a Memorandum of Understanding (the "MOU") with Sovereign and each of the other directors of Sovereign. The MOU provides, among other things, that (i) each of the directors would vote in favor of the nomination of (A) each of the then serving Class I directors and an additional named person as a Class I director at Sovereign's 1994 Annual Meeting of Stockholders and (B) each of the then serving Class II directors as a Class II director at Sovereign's 1995 Annual Meeting of Stockholders, (ii) Sovereign would pursue a course of continued independence for at least eighteen months and (iii) during such eighteen month period, neither Sovereign nor any of its directors will, directly or indirectly, through intermediaries or otherwise, contact, knowingly receive, or substantially respond to any communication (whether orally or in writing), with any possible acquiror of Sovereign with regard to a possible acquisition of Sovereign. The provisions described in clauses (ii) and (iii) of the preceding sentence are scheduled to terminate on July 18, 1995. Except as set forth in this Amendment, the Reporting Person has no contracts, arrangements, understandings or relationships with respect to securities of Sovereign. Item 7. Material to Be Filed as Exhibits (1) Resignation Letter, dated April 24, 1995. (2) Press Release, dated April 24, 1995. 7 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. Dated: April 27, 1995 /s/ Frederick J. Jaindl Frederick J. Jaindl 8 Annex A COMMON STOCK TRANSACTIONS AND TRANSFERS Date Transaction # Shares $/Share Proceeds 5/2/94 Market Sale 39,500 $10.9411 $432,173.45 5/3/94 Market Sale 9,100 $10.8750 $ 98,962.50 5/4/94 Market Sale 37,900 $10.8874 $412,632.46 5/5/94 Market Sale 17,700 $10.6624 $188,724.48 5/9/94 Market Sale 13,175 $10.4375 $137,514.06 5/10/94 Market Sale 29,600 $10.3813 $307,286.48 5/11/94 Market Sale 21,500 $10.3750 $223.062.50 5/13/94 Market Sale 22,000 $10,2682 $225,900.40 5/16/94 Market Sale 31,900 $10.1040 $322,317.60 5/17/94 Market Sale 2,000 $10.1250 $ 20,250.00 7/ /94 Gift 30 N.A. N.A. 12/28/94 Gift 74,954 N.A. N.A. 9 EXHIBIT INDEX Exhibit No. Description Page No. 1 Resignation Letter, dated April 24, 1995 2 Press Release, dated April 24, 1995 EX-1 2 RESIGNATION LETTER 1 Exhibit 1 Sovereign Bancorp Frederick J. Jaindl Chairman of the Board April 24, 1995 Board of Directors Sovereign Bancorp, Inc. 1130 Berkshire Boulevard Wyomissing, Pennsylvania 19610 Dear Gentlemen: Please be advised that I am resigning as Chairman and as a director of Sovereign Bancorp, Inc. effective immediately. Although I am honored to have had the opportunity to serve the Sovereign shareholders for seven years, I regret that I have no choice but to resign at this time. The reasons for my resignation include: o unreconcilable differences with Mr. Sidhu and other directors relating to what I perceive as good corporate governance, including the independence of directors from management o differences with Mr. Sidhu and other directors regarding the risk profile of Sovereign, including the proper level of tangible capital, interest rate sensitivity and use of derivatives o what I perceive to be an unwillingness of Mr. Sidhu and other directors to pursue seriously an affiliation with a larger institution, or to explore seriously alternative strategic directions with investment bankers o the ineradicable sense of mistrust and hostility resulting from senior management's unprecedented lawsuit against me and two fellow directors For some time, I had clung to a hope that these differences could be resolved. Recent developments, however, have convinced me that a resolution is beyond accomplishment. I was particularly distressed that all but one of the other directors opposed the nomination of Mr. Haberberger, which not only violated the Memorandum of Understanding, the purported framework for a reconciliation, but deprived Sovereign of a highly capable and independent director. So that there can be no question, this letter constitutes a description of a disagreement with registrant (Sovereign) on matters relating to registrant's operations, policies and within the meaning of Item 6 of Form 8-K, and I hereby request that the matter be disclosed. I wish the best of luck to all shareholders of Sovereign. Sincerely yours, Fred J. Jaindl EX-2 3 PRESS RELEASE 1 Exhibit 2 NEWS RELEASE FOR IMMEDIATE RELEASE Contact: Phone: FAX: JAINDL RESIGNS FROM SOVEREIGN Fred J. Jaindl today announced that he had resigned as Chairman and as a director of Sovereign Bancorp, Inc. Mr. Jaindl issued the following statement: "After considerable deliberation, I have concluded that it is not possible to reconcile fundamental differences between my views and those of Sovereign's senior management and other directors regarding maximization of shareholder value, corporate governance and the company's strategic direction. In these circumstances, I believe that it is appropriate to resign as Chairman and as a director." -----END PRIVACY-ENHANCED MESSAGE-----