-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EyJz6UJVG2aTPcsALFONNSdZqw/yQuUbHXBYznsXNZObTmouF7JNm8ZDg6WJpyda n6poxhPhutcq3ZosRLgq8w== 0000891836-00-000009.txt : 20000202 0000891836-00-000009.hdr.sgml : 20000202 ACCESSION NUMBER: 0000891836-00-000009 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000114 EFFECTIVENESS DATE: 20000114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POPULAR INC CENTRAL INDEX KEY: 0000763901 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 660416582 STATE OF INCORPORATION: PR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-94703 FILM NUMBER: 507630 BUSINESS ADDRESS: STREET 1: 209 MUNOZ RIVERA AVE STREET 2: POPULAR CENTER BUILDING CITY: HATO REY STATE: PR ZIP: 00918 BUSINESS PHONE: 7877659800 MAIL ADDRESS: STREET 1: P.O. BOX 362708 CITY: SAN JUAN STATE: PR ZIP: 00936-2708 FORMER COMPANY: FORMER CONFORMED NAME: BANPONCE CORP DATE OF NAME CHANGE: 19920703 S-8 1 FORM S-8 REGISTRATION STATEMENT ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ---------------------- POPULAR, INC. (Exact name of registrant as specified in its charter) PUERTO RICO 66-0416582 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 209 Munoz Rivera Avenue 00918 Hato Rey, Puerto Rico (Zip code) (Address of principal executive offices) GMG RETIREMENT & SAVINGS PLAN (Full title of the plans) ---------------------- JORGE A. JUNQUERA 209 MUNOZ RIVERA AVENUE HATO REY, PUERTO RICO 00918 (Name and address of agent for service) (787) 765-9800 (Telephone number, including area code, of agent for service) ---------------------- Copies to: DONALD J. TOUMEY SULLIVAN & CROMWELL 125 BROAD STREET NEW YORK, NEW YORK 10004 ----------------------
CALCULATION OF REGISTRATION FEE ================================================================================================================================ Proposed Maximum Proposed Maximum Title of each Class of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of Registered Registered(1)(2) Share(3) Price(3) Registration Fee - -------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $6 per share, together with attached rights to purchase Series A Participating Cumulative Preferred Stock, no par value........... 40,000 Shares $ 24.1875 $ 967,500 $ 255.42 ================================================================================================================================ (1) The amount being registered also includes an indeterminate number of shares of Common Stock which may be issuable as a result of stock splits, stock dividends and antidilution provisions and other terms, in accordance with Rule 416 under the Securities Act. (2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be offered and sold pursuant to the GMG Retirement and Savings Plan. (3) Estimated solely for the purpose of calculating the registration fee. Such estimate has been computed in accordance with Rule 457(h) based upon the average of the high and low price of the Common Stock on the NASDAQ National Market System on January 11, 2000, namely $ 24.1875.
PART I INFORMATION REQUIRED IN THE PROSPECTUS As permitted by Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the plans covered by this Registration Statement as required by Rule 428(b). Such documents are not being filed with the Securities and Exchange Commission (the "Commission") as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. -1- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Commission by Popular, Inc. (the "Company") and GMG Retirement & Savings Plan (the "Plan") are incorporated herein by reference: (1) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998; (2) The Plan's Annual Report on Form 11-K for the year ended December 31, 1998; (3) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999, June 30, 1999 and September 30, 1999; (4) The Company's Current Reports on Form 8-K, dated January 13, 1999, April 15, 1999, July 9, 1999, July 16, 1999, August 3, 1999, August 17, 1999, October 14, 1999 and January 13, 2000; (5) The descriptions of the Company's Common Stock set forth in the Company's Registration Statement on Form 8-A, filed August 18, 1988, and any amendment or report filed for the purpose of updating any such description; and (6) The description of the Company's Stockholder Protection Rights Agreement set forth in the Company's Registration Statement on Form 8-A, filed August 28, 1998, and any amendment or report filed for the purpose of updating such description. All documents filed by the Company and the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date of this Registration Statement shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF CAPITAL STOCK Not applicable. The Company's Common Stock is registered under Section 12 of the Exchange Act. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Article ELEVENTH of the Restated Certificate of Incorporation of the Corporation provides the following: (1) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the written request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. (2) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the written request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. (3) To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraph 1 or 2 of this Article ELEVENTH, or in defense of any claim, issue or II-2 matter therein, he shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by him in connection therewith. (4) Any indemnification under paragraph 1 or 2 of this Article ELEVENTH (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth therein. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders. (5) Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article ELEVENTH. (6) The indemnification provided by this Article ELEVENTH shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. (7) By action of its Board of Directors, notwithstanding any interest of the directors in the action, the Corporation may purchase and maintain insurance, in such amounts as the Board of Directors deems appropriate, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the written request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or would be required to indemnify him against such liability under the provisions of this Article ELEVENTH or of the General Corporation Law of the Commonwealth of Puerto Rico or of any other State of the United States or foreign country as may be applicable. Section 1202 of Title 14, Laws of Puerto Rico Annotated provides the following: Every corporation created under the provisions of this subtitle shall have the power to -- II-3 * * * (10) indemnify any and all of its directors or officers or former directors or officers or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been directors or officers or a director or officer of the corporation, or of such other corporation, except in relation to matters as to which any such director or officer or former director or officer or person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled, under any by-law, agreement, vote of stockholders or otherwise. In addition, the Company maintains a directors' and officers' liability insurance policy. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS Exhibit Number Description of Exhibits ------ ----------------------- 4.1 Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 4(a) to the registrant's Registration Statement on Form S-3 (Nos. 333-26941, 333-26941-01 and 333-26941-02) filed with the Securities and Exchange Commission on May 12, 1997. 4.2 By-laws of the Company, incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-8 (No. 333-80169) filed with the Securities and Exchange Commission on June 8, 1999. 4.3 Specimen of Certificate of the registrant's Common Stock, par value $6 per share, incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1998. 4.4 (a) Master Defined Contribution Retirement Plan, incorporated by reference to Exhibit 4.4(b) to the Company's Registration Statement on Form S-8 (No. 333-80169) filed with the Securities and Exchange Commission on June 8, 1999; and (b) The Plan's 1165 (e) Plan Adoption Agreement. 5.1 Opinion of Pietrantoni Mendez & Alvarez LLP, regarding compliance with ERISA. II-4 23.1 Consent of the Company's Independent Accountants. 23.2 Consent of the Plan's Independent Accountants. 24 Powers of Attorney (included on pages 7 through 9). ITEM 9. UNDERTAKINGS (a) 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 (the "Securities Act"); (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 paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment 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. (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. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement 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. II-5 (c) 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 foregoing provisions, 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 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 by such director, officer or controlling person against the registrant 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 and will be governed by the final adjudication of such issue. II-6 SIGNATURES THE REGISTRANT. 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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Juan, Commonwealth of Puerto Rico, on this 14th day of January, 2000. POPULAR, INC. (Registrant) By /s/ JORGE A. JUNQUERA ----------------------------------------- Name: Jorge A. Junquera Title: Senior Executive Vice President and Director Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS RICHARD L. CARRION, DAVID H. CHAFEY, JR., JORGE A. JUNQUERA, ORLANDO BERGES, AMILCAR JORDAN AND ROBERTO R. HERENCIA, AND EACH OF THEM INDIVIDUALLY, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER AND IN ANY AND ALL CAPACITIES, TO SIGN THIS REGISTRATION STATEMENT AND ANY AND ALL AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) TO THIS REGISTRATION STATEMENT, AND TO FILE SUCH REGISTRATION STATEMENT AND ALL SUCH AMENDMENTS OR SUPPLEMENTS, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE OR NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY TO ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IN PERSON, THEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS OR ANY OF THEM, OR THEIR OR HIS SUBSTITUTES OR SUBSTITUTE, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE THEREOF. Signature Title Date - ----------- ------- ------- /s/ RICHARD L. CARRION January 14, 2000 - ------------------------------ Chairman of the Board, ---------------- Richard L. Carrion President and Chief Executive Officer /s/ ALFONSO F. BALLESTER January 14, 2000 - ------------------------------ Director ---------------- Alfonso F. Ballester - --------------------------------------------------------------------------------
II-7 - ------------------------------ Director ---------------- Antonio Luis Ferre /s/ JUAN J. BERMUDEZ January 14, 2000 - ------------------------------ Director ---------------- Juan J. Bermudez /s/ FRANCISCO J. CARRERAS January 14, 2000 - ------------------------------ Director ---------------- Francisco J. Carreras - ------------------------------ Director ---------------- Luis E. Dubon, Jr. /s/ HECTOR R. GONZALEZ January 14, 2000 - ------------------------------ Director ---------------- Hector R. Gonzalez /s/ JORGE A. JUNQUERA January 14, 2000 - ------------------------------ Senior Executive Vice ---------------- Jorge A. Junquera President and Director (Principal Financial Officer) /s/ MANUEL MORALES, JR. January 14, 2000 - ------------------------------ Director ---------------- Manuel Morales, Jr. /s/ ALBERTO M. PARACCHINI January 14, 2000 - ------------------------------ Director ---------------- Alberto M. Paracchini /s/ FRANCISCO M. REXACH, JR. January 14, 2000 - ------------------------------ Director ---------------- Francisco M. Rexach, Jr. /s/ J. ADALBERTO ROIG January 14, 2000 - ------------------------------ Director ---------------- J. Adalberto Roig /s/ FELIX J. SERRALLES NEVARES January 14, 2000 - ------------------------------ Director ---------------- Felix J. Serralles Nevares /s/ JULIO E. VIZCARRONDO, JR. January 14, 2000 - ------------------------------ Director ---------------- Julio E. Vizcarrondo, Jr. /s/ DAVID H. CHAFEY, JR. January 14, 2000 - ------------------------------ Senior Executive Vice ---------------- David H. Chafey, Jr. President and Director /s/ AMILCAR JORDAN January 14, 2000 - ------------------------------ Senior Vice President ---------------- Amilcar Jordan (Principal Accounting Officer)
II-8 THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the persons who administer the employee benefit plan have duly caused this registration statement to be signed on behalf of such plans by the undersigned, thereunto duly authorized, in the City of San Juan, Commonwealth of Puerto Rico, on this 14th day of January, 2000. GMG RETIREMENT & SAVINGS PLAN By: /s/ MARIA ISABEL BURCKHART ---------------------------------------------- Maria Isabel Burckhart Authorized Representative By: /s/ JORGE A. JUNQUERA ---------------------------------------------- Jorge A. Junquera Authorized Representative in the United States II-9 EXHIBIT INDEX Exhibit Number Description of Exhibits 4.1 Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 4(a) to the registrant's Registration Statement on Form S-3 (Nos. 333-26941, 333-26941-01 and 333-26941-02) filed with the Securities and Exchange Commission on May 12, 1997. 4.2 By-laws of the Company, incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-8 (No. 333-80169) filed with the Securities and Exchange Commission on June 8, 1999. 4.3 Specimen of Certificate of the registrant's Common Stock, par value $6 per share, incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1998. 4.4 (a) Master Defined Contribution Retirement Plan, incorporated by reference to Exhibit 4.4(b) to the Company's Registration Statement on Form S-8 (No. 333-80169) filed with the Securities and Exchange Commisssion on June 8, 1999; and (b) The Plan's 1165(e) Plan Adoption Agreement. 5.1 Opinion of Pietrantoni Mendez & Alvarez LLP, regarding compliance with ERISA. 23.1 Consent of the Company's Independent Accountants. 23.2 Consent of the Plan's Independent Accountants. 24 Powers of Attorney (included on pages 7 through 9). II-10 EX-4.4(B) 2 THE PLAN'S 1165(E) PLAN ADOPTION AGREEMENT 1165(e) PLAN ADOPTION AGREEMENT MASTER DEFINED CONTRIBUTION RETIREMENT PLAN AMENDED EFFECTIVE AS OF JANUARY 1, 1998 1 BY executing this Adoption Agreement the Employer is adopting a profit sharing plan with optional Section 1165(e) provisions for the benefit of its Employees. The Employer's Plan is comprised of: (i) the Banco Popular de Puerto Rico Master Defined Contribution Retirement Plan Document or the Employer's Defined Contribution Retirement Plan Document; (ii) the Banco Popular de Puerto Rico Master Defined Contribution Retirement Plan Master Trust and/or the Employer's Defined Contribution Retirement Plan Trust; and (iii) this Adoption Agreement. The terms used in this Adoption Agreement, as well as the rules to be complied with in connection with the Plan, are fully explained in the Master Plan Document or the Employer's Plan Document. When signing this Adoption Agreement, if applicable, the Employer has received copy of the Banco Popular de Puerto Rico Master Defined Contribution Retirement Plan and the Master Plan's Summary Plan Description. The Banco Popular de Puerto Rico Master Defined Contribution Retirement Plan Master Trust is available upon request at Banco Popular's main offices in Hato Rey, Puerto Rico. 1165(e) PLAN ADOPTION AGREEMENT MASTER DEFINED CONTRIBUTION RETIREMENT PLAN COPYRIGHT(c) 1998 BY BANCO POPULAR DE PUERTO RICO 2 ================================================================================ EMPLOYER INFORMATION - -------------------------------------------------------------------------------- NAME OF EMPLOYER: GM GROUP, INC. ------------------------------------------------------------ ADDRESS: PO BOX 364527 ----------------------------------------------------------------------- SAN JUAN PR 00936-4527 - -------------------------------------------------------------------------------- TELEPHONE: (787) 751-4343 TELEFAX: (787) 751-4970 ---------------------------- ------------------------------ PERSON FOR BANCO POPULAR DE PUERTO RICO TO CONTACT: EDWIN RIVERA, VICEPRESIDENTE RECURSOS HUMANOS ---------------------------- EMPLOYER TAX IDENTIFICATION NUMBER: 66-0449729 -------------------------------------------- TYPE OF BUSINESS: --> Corporation Employer's taxable year: --> Fiscal Year ending on November 30 -------------------------------------------- ================================================================================ GENERAL PLAN INFORMATION - -------------------------------------------------------------------------------- PLAN NAME GMG RETIREMENT & SAVINGS PLAN (formerly GM Group, Inc. Coda Profit Sharing Plan) - -------------------------------------------------------------------------------- (Employer's name and type of plan) ADOPTION OR AMENDMENT OF PLAN By signing this Adoption Agreement the Employer: --> Adopts the Banco Popular de Puerto Rico Master Defined Contribution Retirement Plan and its Master Trust EFFECTIVE DATE The effective date of the amendment is: JANUARY 1st, 2000 ----------------------------------------- (month/day/year) (cannot be earlier than the first day of the Plan Year in which the Employer signs this Adoption Agreement). The effective date of the original plan was: JANUARY 1st, 1996 ------------------------------------ (month/day/year) PLAN YEAR The Plan Year will be a calendar year unless the Employer elects otherwise by checking the box below: The Plan Year shall begin on JANUARY 1 and end on DECEMBER 31 --------------- --------------- (month/day) (month/day) ACCOUNTING METHOD The Plan shall use the cash basis accounting method. 3 ================================================================================ ELIGIBILITY FOR PLAN PARTICIPATION - -------------------------------------------------------------------------------- WAIVER OF REQUIREMENTS FOR NEW PLANS Each Employee employed on the Effective Date is automatically eligible to participate. Employees hired after the Effective Date are eligible upon satisfying any service and/or age requirements specified below: AGE REQUIREMENT. An employee must fulfill the following age requirement to become a Participant: Minimum age 18 (not greater than 21). ------------- SERVICE REQUIREMENTS. An employee must fulfill the following service requirement to become a Participant: One year of service. METHOD FOR CALCULATING YEAR OF SERVICE. --> ELAPSED TIME METHOD. An Employee's service will be determined using the elapsed time method, as described in Article 3 of the Master Plan document or the Employer's Individual Plan Document. PREDECESSOR EMPLOYERS. Service with the following predecessor employers will be treated as service with the Employer: AFFILIATES OF POPULAR INC. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ================================================================================ ENTRY DATES - -------------------------------------------------------------------------------- An Employee may elect to become a Participant and start making Employee Contributions on any entry date on or after he or she satisfies the Plan's eligibility requirements. INDICATE THE PLAN'S ENTRY DATES: --> QUARTERLY ENTRY DATES. The first day of each of the first, fourth, seventh and tenth months of the Plan Year is an entry date. ================================================================================ COMPENSATION - -------------------------------------------------------------------------------- For purposes of the Participant's contribution to the Plan, a Participant's Compensation shall mean the total compensation that is currently includible in income for income tax purposes paid to him by the Employer during a Plan Year. Compensation for purposes of the Employer's Profit Sharing and Matching Contributions, will be basic Compensation, this is, Compensation will EXCLUDE the following items: --> OVERTIME --> COMMISSIONS --> INCENTIVES --> BONUSES --> OTHER THAN BASE SALARY 4 ================================================================================ CONTRIBUTIONS - -------------------------------------------------------------------------------- PROFIT SHARING CONTRIBUTIONS For each Plan Year in which this Plan is in effect the Employer may make contributions to the Trust in one or more installments out of its Net Profits (as defined in section 6.2c.(3) of the Plan) for the Plan Year, in such amounts as the Employer may determine (if any). The Plan Year for which each contribution is made shall be designated at the time of the contribution. Profit-Sharing Contributions may not exceed the lesser of Employer's Net Profits or 15% of a Participant's Compensation in any Plan Year. EMPLOYEE CONTRIBUTIONS Participants may make contributions as follows: --> PRE-TAX CONTRIBUTIONS AND/OR AFTER-TAX CONTRIBUTIONS, AT THE ELECTION OF THE PARTICIPANT. o Pre-Tax Contributions in a Plan Year may not exceed 10% of Compensation or $8,000, in 1998 and thereafter whichever is less. o After-Tax Contributions in a Plan Year, if authorized, may not exceed 10% of the aggregate compensation paid to the employee during all the years he or she has been a Plan Participant. o Pre-Tax Contributions and/or After-Tax Contributions may not commence prior to the date the Plan is adopted. MATCHING CONTRIBUTIONS The Employer will make a Matching Contribution equal to .50 cents for each dollar of a Participant's: --> PRE-TAX CONTRIBUTIONS. However, the Employer will not make Matching Contributions above 6% of the Participant's basic Compensation. Matching Contributions will not exceed 30% of the Participant's maximum allowable pre-tax contribution. QUALIFIED MATCHING AND NON-ELECTIVE CONTRIBUTIONS Qualified Matching Contributions and Qualified Non-Elective Contributions, as defined in the Master Plan Document or the Employer's Plan Document, will be taken into account for purposes of calculating the Actual Deferral Percentages of Non-Highly Compensated Employees to the extent necessary to meet the Actual Deferral Percentage test. ROLLOVER CONTRIBUTIONS The Plan's Trustee shall be authorized to receive rollover contributions, --> EVEN IF THE EMPLOYEE HAS NOT MET THE PARTICIPATION REQUIREMENTS OF THE PLAN AS OF THE DATE OF THE CONTRIBUTION. 5 ================================================================================ VESTING - -------------------------------------------------------------------------------- PRE-TAX AND/OR AFTER-TAX CONTRIBUTIONS o Pre-Tax and/or After-Tax Contributions are always 100% vested. MATCHING CONTRIBUTIONS AND/OR PROFIT SHARING CONTRIBUTIONS o Matching Contributions and/or Profit Sharing Contributions will vest in accordance with the following vesting schedule: Graded Vesting Table -------------------------------- (1) (2) YEARS OF VESTED SERVICE PERCENTAGE Less than 1 0 -------------------------------- At least 1 20 -------------------------------- GRADED VESTING. Participants are vested in accordance with the following vesting At least 2 40 schedule: -------------------------------- At least 3 60 -------------------------------- At least 4 80 -------------------------------- At least 5 100 -------------------------------- YEARS OF SERVICE EXCLUDED IN DETERMINING VESTED PERCENTAGES. None. ================================================================================ LOANS - -------------------------------------------------------------------------------- --> LOANS TO PARTICIPANTS FROM THE PLAN ARE NOT PERMITTED. ================================================================================ IN-SERVICE WITHDRAWALS - -------------------------------------------------------------------------------- The following provisions will govern the availability of in-service withdrawals from a Participant's accounts. See Article 9 of the Plan document for additional details, including definitions and limitations. o PROFIT SHARING CONTRIBUTIONS. In-service withdrawals from Profit Sharing Contributions will not be allowed. o PRE-TAX CONTRIBUTIONS. In-service withdrawals from Pre-Tax Contributions will only be allowed in case of a financial hardship as such term is defined in Article 9.1 of the Master Plan Document or the Employer's Individual Plan Document. o AFTER-TAX CONTRIBUTIONS. In-service withdrawals from After-Tax Contributions will be allowed for any reason. o MATCHING CONTRIBUTIONS. In-service withdrawals from Matching Contributions will not be allowed. o ROLLOVER CONTRIBUTIONS. Refer to Article 9 of the Master Plan document. 6 FINANCIAL HARDSHIP. An in-service withdrawal will be on account of financial hardship only if the Participant has an immediate and heavy financial need and the withdrawal is necessary to meet such need. A withdrawal will be deemed to be on account of an immediate and heavy financial need if it is occasioned by: o a deductible medical expense incurred by the Participant or his spouse, children or dependent; (not reimbursed by medical insurance or otherwise); o purchase of the Participant's principal residence (not including mortgage payments); o tuition payments for the next semester or quarter of post-secondary education for the Participant or his spouse, child or dependent; o rent or mortgage payments to prevent the Participant's eviction from or the foreclosure of the mortgage on his principal residence; or o such other event or circumstances as the Puerto Rico Secretary of the Treasury through regulations may permit. A Participant must establish to the Plan Administrator's satisfaction both that the Participant has an immediate and heavy financial need and that the withdrawal is necessary to meet the need. The Trustee and the Plan Administrator shall agree as to the most convenient way of administering the financial hardship provisions of the Plan. A Participant who makes a withdrawal on account of a financial hardship may not make Pre-Tax Contributions or After-Tax Contributions hereunder (or under any other Plan maintained by the Employer) for a period of 12 months following the date of the in-service withdrawal. PAYMENT. Participants' in-service withdrawal request shall be paid on or before the last day of each: --> MONTH ================================================================================ RETIREMENT AGE - -------------------------------------------------------------------------------- NORMAL RETIREMENT AGE. A Participant will be fully vested and may retire after the latter of: reaching age 65 or the fifth anniversary of the first day of the Plan Year in which he/she commenced participation in the Plan. DISABILITY RETIREMENT. A Participant will be fully vested and may retire before normal retirement upon becoming disabled. EARLY RETIREMENT AGE. --> A PARTICIPANT WILL BE FULLY VESTED AND MAY RETIRE PRIOR TO NORMAL RETIREMENT AGE UPON REACHING AGE 55 AND COMPLETING 10 YEARS OF SERVICE. DISTRIBUTION OF VESTED BENEFITS BEFORE RETIREMENT, DEATH OR DISABILITY. If the Participant terminates his employment with the Employer before reaching his normal or early retirement age, becoming disable or dying, Participant shall be allowed to apply for an early distribution of his plan benefits. 7 ================================================================================ DISTRIBUTION OF BENEFITS - -------------------------------------------------------------------------------- Upon becoming entitled to the distribution of this Plan's benefits, the Participants or their authorized representative must request from the Employer that their benefits be distributed. In such request, the Participant, or his or her authorized representative, must elect one of the following payment alternatives: --> LUMP-SUM CASH DISTRIBUTION ================================================================================ TIME OF PAYMENT - -------------------------------------------------------------------------------- When a Participant retires, becomes disabled or dies, the distribution of his benefits shall commence: --> AS SOON AS IT IS ADMINISTRATIVELY FEASIBLE FOLLOWING THE DATE IN WHICH THE PARTICIPANT REQUESTS THE DISTRIBUTION OF HIS OR HER BENEFITS OR SUCH AMOUNT BECOMES PAYABLE. If the Plan Participant terminates his employment for a reason other than death, disability, or retirement payments shall commence: --> AS SOON AS IT IS ADMINISTRATIVELY FEASIBLE FOLLOWING THE DATE IN WHICH THE PLAN PARTICIPANT REQUESTED THE DISTRIBUTION OF HIS OR HER BENEFITS OR SUCH AMOUNT BECOMES PAYABLE. ================================================================================ INVESTMENT FUNDS - -------------------------------------------------------------------------------- Investment Funds shall be those selected by the Employer on the separate Investment Funds Selection Form. All investment instructions as to each Participant's accounts will be directed by the Participant. However, if no investment instructions are provided by the Participant, the Participant's accounts will be invested in equal proportions among the investment funds chosen by the Employer. For purposes of the Plan, the Trustee shall be considered as a directed trustee. ================================================================================ PARTICIPANT'S INVESTMENT INSTRUCTIONS - -------------------------------------------------------------------------------- --> The Participants will be allowed to modify or suspend their investment instructions on a monthly basis, other changes may be made on a quarterly basis (1st of January, April, July and October). ================================================================================ PARTICIPANT'S CONTRIBUTIONS TO THE PLAN - -------------------------------------------------------------------------------- The Participants will be allowed to modify their pre-tax and/or their after-tax contributions to the Plan on a quarterly basis (1st of January, April, July and October). 8 ================================================================================ PLAN ADMINISTRATION - -------------------------------------------------------------------------------- PLAN ADMINISTRATOR. The Employer is the legal Plan Administrator under ERISA. Specify one or more officers, partners, Employees or other persons to perform the functions of the Plan Administrator: Guillermo L. Martinez, Julio J. Pascual, Edwin Rivera Garcia - -------------------------------------------------------------------------------- and Angel C. Carballo - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Each person selected must submit a specimen signature. Any such appointment may be changed by written notice. ================================================================================ MASTER TRUST - -------------------------------------------------------------------------------- By executing this Adoption Agreement the Employer adopts the Master Trust established by Banco Popular de Puerto Rico to carry out the purposes of the Plan and thus retains Banco Popular as Trustee. The terms of the Trust and corresponding fees are contained in the Banco Popular de Puerto Rico Master Defined Contribution Retirement Plan, Master Trust and Fee Schedule respectively, which are incorporated by reference into this Adoption Agreement. ================================================================================ RECORDKEEPER - -------------------------------------------------------------------------------- By executing this Adoption Agreement, the Employer retains Banco Popular de Puerto Rico as Record-keeper of the Plan pursuant to the Record-keeping Agreement and Fee Schedule incorporated by reference into this Adoption Agreement. ================================================================================ RECORDKEEPER AND TRUSTEE'S FEES - -------------------------------------------------------------------------------- By executing this Adoption Agreement, the Employer agrees to retain Banco Popular de Puerto Rico as Recordkeeper and, if applicable, as Trustee of the Plan, for an initial minimum period of three years. This Agreement shall renew automatically for an indefinite period of time. The Employer may terminate this Agreement at any time subject to a written termination notice received by Banco Popular at least thirty days prior to the effective date of termination. If termination occurs during the initial three year period, the Employer agrees to compensate Banco Popular with a termination fee equal to three times the total annual fees minus any amount already satisfied in connection with the services rendered since the effective date of this agreement. Banco Popular may change the Fee Schedule from time to time and shall provide written notification to the Employer. ================================================================================ VALUATING OF PARTICIPANT'S ACCOUNTS - -------------------------------------------------------------------------------- --> THE PARTICIPANT'S ACCOUNTS SHALL BE VALUED QUARTERLY. 9 ================================================================================ PARTICIPANT'S ACCOUNT STATEMENTS - -------------------------------------------------------------------------------- --> THE PARTICIPANTS SHALL BE PROVIDED WITH A STATEMENT OF THEIR ACCOUNT ON A QUARTERLY BASIS. ================================================================================ EXECUTION OF ADOPTION AGREEMENT - -------------------------------------------------------------------------------- EMPLOYER Name of Employer: G M GROUP, INC. ------------------------------------------------------------ Signed: /s/ ANGEL C. CARBALLO ------------------------------------------------------------------------ Print name and title: Angel C. Carballo, Senior Vice President ----------------------------------------------------------- - -------------------------------------------------------------------------------- Date: January 11, 2000 --------------------------------------------------------------------------- RESPONSIBILITIES OF EMPLOYER The Employer understands that, by establishing this Plan, it will have certain legal responsibilities for which neither the Trustee nor the Plan Sponsor will be responsible. The Employer also understands that it will be solely responsible for any taxes, costs or expenses arising from the disqualification of the Employer's Plan. The Employer warrants that it has obtained legal and tax advice to the extent the Employer deems necessary before signing this Adoption Agreement. TRUSTEE Name of Trustee: BANCO POPULAR DE PUERTO RICO -------------------------------------------------------------- Address: 209 PONCE DE LEON AVE. SUITE 400 HATO REY PR 00918 -------------------------------------------------------------- Signed: /s/ MARYVETTE VELAZQUEZ TORRES ---------------------------------------------------------- Print name and title: MARYVETTE VELAZQUEZ TORRES ---------------------------------------------------------- VICE PRESIDENT AND TRUST OFFICER ---------------------------------------------------------- Date: January 12, 2000 --------------------------------------------------------------------------- The identifying number for the Banco Popular de Puerto Rico Master Defined Contribution Retirement Plan document is 01 and for this Adoption Agreement is 102. The Plan Sponsor is (insert Employer's name and address) GM GROUP, INC. PO BOX 364527, SAN JUAN, PR 00936-4527 - -------------------------------------------------------------------------------. Banco Popular de Puerto Rico will notify you if it amends or discontinues this Master Plan. The Employer should insure that this Adoption Agreement has been filled out completely and properly. Failure to do so may result in Plan disqualification. 10 EMPLOYER'S SELECTION OF INVESTMENT FUNDS ---------------------------------------- Employer Name: G M GROUP, INC. ------------------------------------------------------------------ Plan Name: GMG RETIRMENT & SAVINGS PLAN --------------------------------------------------------------------- The Employer selects the following Investment Funds for the above named plan: (At least three.) 1. VANGUARD TOTAL BOND MARKET INDEX --------------------------------------------------------------- 2. FIDELITY ADVISOR INSTITUTIONAL EQUITY GROWTH --------------------------------------------------------------- 3. VANGUARD WINDSOR II --------------------------------------------------------------- 4. BANKERS TRUST INVESTMENT INTERNATIONAL EQUITY --------------------------------------------------------------- 5. DREYFUS EMERGING LEADERS --------------------------------------------------------------- 6. POPULAR INC, COMMON STOCK --------------------------------------------------------------- In San Juan, Puerto Rico on the 11 day of January, 2000. EMPLOYER Name of Employer: G M GROUP, INC. Signed: /s/ ANGEL C. CARBALLO -------------------------------------------- Print name and Title: Angel C. Carballo, Senior Vice President Date: January 11, 2000 TRUSTEE Name of Trustee: BANCO POPULAR DE PUERTO RICO Signed: /s/ MARYVETTE VELAZQUEZ TORRES -------------------------------------------- Print name and Title: MARYVETTE VELAZQUEZ TORRES, VICE PRESIDENT Date: January 12, 2000 11 EX-5.1 3 OPINION OF PIETRANTONI, MENDEZ & ALVAREZ LLP January 14, 2000 Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Square Washington, DC 20549 RE: POPULAR, INC. FORM S-8 REGISTRATION STATEMENT Ladies and Gentlemen: We are counsel to Popular, Inc. (the "Company") and have acted as co-counsel to the Company in connection with the filing by the Company of its registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933 (the "Act") and the rules and regulations promulgated thereunder (the "Rules and Regulations"). The Registration Statement relates to 40,000 shares of the common stock, par value $6 per share of the Company (the "Company Stock"), which may be allocated to the accounts of eligible employees participant in the GMG Retirement & Savings Plan (the "Plan") of GM Group, Inc., a wholly owned subsidiary of the Company, and interests therein. The Plan is subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). This opinion, given as of the date hereof, is based upon facts and conditions presently known and laws and regulations presently in effect, and is being delivered pursuant to Item 601 of Regulation S-K under the Act as required by Item 20 of the Registration Statement. As co-counsel of the Company and in rendering this opinion we have examined the Plan documents and other related written documentation as we have deemed necessary or appropriate to provide a basis for the opinion set forth below. In our examination, we have assumed the conformity to original documents submitted to us as photostatic copies, the genuineness of all signatures and the taking of all required corporate action in relation with the Plan. On the basis of the foregoing, we are of the opinion that the provisions of the written documents constituting the Plan are in compliance with the requirements of ERISA pertaining to such provisions. We are members of the bar of the Commonwealth of Puerto Rico and the opinion set forth herein is limited to matters governed by the Federal laws of the United States of America. This opinion is being furnished to you solely for your benefit in connection with the filing of the Registration Statement pursuant to the Act and the Rules and Regulations and is not to be used, circulated, quoted, relied upon or otherwise referred to for any other purpose, without our prior written consent. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to this opinion under the caption "Legal Opinions" therein. Very truly yours, /s/ PIETRANTONI MENDEZ & ALVAREZ LLP Pietrantoni Mendez & Alvarez LLP EX-23.1 4 CONSENT OF THE COMPANY'S INDEPENDENT ACCOUNTANTS [PRICEWATERHOUSECOOPERS LOGO] - -------------------------------------------------------------------------------- PricewaterhouseCoopers LLP PO Box 363566 San Juan PR 00936-3566 Telephone (787) 754-9000 CONSENT OF INDEPENDENT ACCOUNTS ------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 5, 1999 relating to the financial statements, which appears on page F-29 of the 1998 Annual Report to Shareholders of Popular, Inc., which is incorporated by reference in Popular, Inc.'s Annual Report on Form 10K for the year ended December 31, 1998. /s/ PRICEWATERHOUSECOOPERS LLP San Juan, Puerto Rico January 14, 2000 EX-23.2 5 CONSENT OF THE PLAN'S INDEPENDENT ACCOUNTANTS Exhibit 23.2 [LOGO] HIPOLITO TORRES RIVERA & CO. CPA'S, P.S.C. CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference of our report dated October 14, 1999 in the Registration Statement on Form S-8 relating to the financial statements for the years ended December 31, 1997 and 1998, which appears in the Annual Report of the GMG Retirement and Savings Plan (formerly GM Group, Inc. CODA Profit Sharing Plan) on the Form 11-K for the year ended December 31, 1998. /s/ HIPOLITO TORRES RIVERA & CO. CPA'S, P.S.C. San Juan, Puerto Rico January 14, 2000 -----END PRIVACY-ENHANCED MESSAGE-----