-----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, Sy1/z1Dd06voVLXFn8SscZJEc4NHSAjRKgmwNqW3SroHOwGbohrqbZF+E4u/pZTR 6Br4zWtaflrSCx1Fvb995Q== 0000950144-03-008232.txt : 20030630 0000950144-03-008232.hdr.sgml : 20030630 20030630154451 ACCESSION NUMBER: 0000950144-03-008232 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030630 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13818 FILM NUMBER: 03764324 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 11-K 1 g83600e11vk.txt POPULAR, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission file number 0-13818 EQUITY ONE, INC. SAVINGS & RETIREMENT PLAN (Full title of the Plan and address of the Plan, if different from that of the issuer named below) POPULAR, INC. 209 MUNOZ RIVERA AVENUE HATO REY, PUERTO RICO 00918 (Name of issuer of the securities held pursuant to the plan and the address of principal executive office) EQUITY ONE, INC. SAVINGS AND RETIREMENT PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE DECEMBER 31, 2002 AND 2001 EQUITY ONE, INC. SAVINGS AND RETIREMENT PLAN TABLE OF CONTENTS - -------------------------------------------------------------------------------
PAGE(S) Report of Independent Auditors 1 Financial Statements: Statements of Net Assets Available for Benefits 2 Statement of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4 - 6 Supplemental Schedule:* Exhibit I - Schedule of Assets Held for Investment Purposes 7
* Other supplementary schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. REPORT OF INDEPENDENT AUDITORS To the Participants and Administrator of Equity One, Inc. Savings and Retirement Plan In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, information regarding the net assets available for benefits of Equity One, Inc. Savings and Retirement Plan (the "Plan") at December 31, 2002 and 2001 and the changes in net assets available for benefits for the year ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PricewaterhouseCoopers, LLP - -------------------------------- PricewaterhouseCoopers, LLP New York, New York June 30, 2003 -1- EQUITY ONE, INC. SAVINGS AND RETIREMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS - -------------------------------------------------------------------------------
DECEMBER 31, 2002 2001 ------------- ------------- Investments, at fair value (see Note 4) $ 14,212,417 $ 13,624,445 Receivables: Employer's contribution 1,526,685 993,214 Participants' contributions 316,248 227,385 ------------- ------------- TOTAL RECEIVABLES 1,842,933 1,220,599 ------------- ------------- TOTAL ASSETS 16,055,350 14,845,044 ------------- ------------- NET ASSETS AVAILABLE FOR BENEFITS $ 16,055,350 $ 14,845,044 ------------- -------------
-2- EQUITY ONE, INC. SAVINGS AND RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS - -------------------------------------------------------------------------------
DECEMBER 31, 2002 ------------- Additions to net assets attributed to: Investment income: Net depreciation in fair value of investments $ (2,951,416) Interest and Dividend income, investments 162,892 Interest income, participants' loans 28,896 Other Income 2,192 ------------- (2,757,436) ------------- Contributions: Employer 3,336,342 Participants 3,045,561 ------------- 6,381,903 ------------- TOTAL ADDITIONS 3,624,467 ------------- Deductions from net assets attributed to: Benefits paid to participants 2,388,463 Refunded contributions 22,744 Administrative expenses 2,954 ------------- TOTAL DEDUCTIONS 2,414,161 ------------- NET INCREASE 1,210,306 Net assets available for benefits: Beginning of year 14,845,044 ------------- End of year $ 16,055,350 -------------
See accompanying notes to the financial statements. -3- EQUITY ONE, INC. SAVINGS AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- 1. DESCRIPTION OF PLAN The following description of the Equity One, Inc. (the "Company") Savings and Retirement Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. GENERAL The Plan is a defined contribution plan covering substantially all full-time employees of the Company who are of age twenty-one or older. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). VESTING Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company's matching and other discretionary contribution portion of their accounts plus actual earnings thereon is based on years of continuous service. A participant is 100 percent vested after five years of credited service. CONTRIBUTIONS Each year participants may contribute a percentage of their annual wages excluding fringe benefits in accordance with maximums established by the Internal Revenue Service. The Company matches a discretionary percentage of participant contributions. In addition, the Company makes a discretionary contribution which is allocated to participants actively employed on the last day of the Plan year based on their pro rata share of total compensation (excluding fringe benefits). Contributions are subject to certain limitations. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contributions and allocations of the Company's contributions and Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. PARTICIPANT LOANS Participants may borrow from their fund accounts a minimum of $1,000 and up to a maximum equal to the lesser of $50,000 or 50 percent of their vested account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the participant loans. Loan terms range from one to five years or longer if used to acquire a principal residence. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates as determined by the Plan administrator. Interest rates range from 4.25 percent to 9.50 percent. Principal and interest are paid ratably through monthly payroll deductions. DISTRIBUTIONS On termination of service due to death, disability or retirement, a participant may elect to receive either a lump sum amount equal to the value of the participant's vested interest in his or her account, or annual installments over a ten-year period. For termination of service due to other reasons, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution. -4- PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts. TRUSTEE Effective September 1, 2002, Principal Financial replaced Putman as the Trustee for the Plan. 2. SUMMARY OF ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. A description of the more significant accounting policies follows. VALUATION OF INVESTMENTS The Plan's investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year end. Participant loans are valued at cost, which approximates fair value. Popular Inc. Common Stock is valued at its quoted market price. INVESTMENT INCOME Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. ADMINISTRATIVE EXPENSES The Company provides for the Plan's administrative expenses. PAYMENT OF BENEFITS Benefits are recorded when paid. FORFEITED ACCOUNTS At December 31, 2002 and 2001, forfeited non-vested accounts totaled $398,500 and $109,454, respectively, and are included in the Plan's net assets. These accounts will be used to reduce future employer contributions. During 2002 and 2001, forfeitures applied to reduce employer contributions totaled $0 and $179,192, respectively, and are shown net of employer contributions in the Statement of Changes in Net Assets Available for Benefits. RISKS AND UNCERTAINTIES The Plan provides for various investment options in any combination of stocks, fixed income securities, mutual funds and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risk. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the value of investment securities will occur in the near term and that such changes could materially affect participant account balances and the amounts reported in the statement of net assets available for benefits. -5- 3. TAX STATUS The Plan is an adoption of a non-standardized prototype plan of Principal Life Insurance Company. The most recent opinion letter stating that the form of the prototype plan meets the requirements for tax qualification under section 401(a) of the Internal Revenue Code of 1986, as amended, was issued by the Internal Revenue Service on August 7, 2001. The Company received an individual determination letter, dated August 23, 1995, from the IRS stating that the Plan meets the requirements for tax qualification, and it expects to timely apply for an updated determination letter. The Company represents that the Plan has been operated in accordance with its terms, subject to inadvertent errors that occurred during 2002 and prior years whereby benefit distributions made to certain terminated participants were not in accordance with the vesting percentages. The Company and its legal counsel have determined that this operational error can be corrected under Revenue Procedure 2003-44 of the IRS, and that the tax qualification of the Plan will not be affected. The Company has represented that it will make the corrections. Accordingly, no provision for income taxes is made in the accompanying financial statements. 4. INVESTMENTS Those investments that represent 5 percent or more of the Plan's net assets at the end of the year are noted below.
December 31, 2002 December 31, 2001 Shares/Units Value Shares/Units Value ------------ ------------ ------------ ------------ Principal Stable Value Fund 159,147 $ 2,194,475 -- -- Principal Government Securities Separate Account 53,938 929,391 -- -- Principal Bond & Mortgage Separate Account 1,527 863,369 -- -- Principal Partners Mid-Cap Growth Separate Account 284,648 1,886,384 -- -- Principal Partners Large-Cap Growth I Separate Account 555,017 3,388,717 -- -- Principal LifeTime 2030 Separate Account 199,626 1,840,602 -- -- Popular Inc. Common Stock 24,811 838,606 -- -- George Putnam Fund of Boston -- -- 137,654 $ 2,304,323 Putnam Vista Fund -- -- 313,144 2,705,566 Putnam Voyager Fund -- -- 48,104 832,198 Putnam New Opportunities Fund -- -- 69,104 2,831,878 Putnam Money Market Fund -- -- 1,254,675 1,254,675
During 2002 and 2001, the Plan's investments (including gains and losses on investments bought and sold, as well as, held during the year) depreciated in value by ($2,951,416) and ($3,076,128), respectively. -6- EXHIBIT I EQUITY ONE, INC. SAVINGS AND RETIREMENT PLAN SCHEDULE H, LINE 4i SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 2002
- ----------------------------------------------------------------------------------------------------------------------------------- (C) DESCRIPTION OF INVESTMENT INCLUDING MATURITY DATE, (B) IDENTITY OF ISSUE, RATE OF INTEREST, BORROWER, LESSOR, COLLATERAL, PAR, (D) CURRENT (a) OR SIMILAR PARTY OR MATURITY VALUE VALUE --------------------- ------------------ ----------- * Principal Stable Value Fund 159147 shares $2,194,475 * Principal Government Securities Separate Account 53938 shares 929,391 * Principal Real Estate Separate Account 66 shares 21,836 * Principal Bond & Mortgage Separate Account 1527 shares 863,369 * Principal Large-Cap Stock Index Separate Account 2065 shares 59,832 * Principal Small-Cap Stock Index Separate Account 1739 shares 18,887 * Principal Partners Mid-Cap Growth Separate Account 284648 shares 1,886,384 * Principal Partners Large-Cap Growth I Separate Account 555017 shares 3,388,717 * Principal Partners Small-Cap Value Separate Account 3392 shares 35,599 * Principal LifeTime 2010 Separate Account 929 shares 9,070 * Principal LifeTime 2020 Separate Account 4029 shares 38,456 * Principal LifeTime 2030 Separate Account 199626 shares 1,840,602 * Principal LifeTime 2040 Separate Account 1118 shares 10,233 * Principal LifeTime 2050 Separate Account 1803 shares 15,672 * Principal LifeTime Strategic Income Separate Account 740 shares 7,434 American Century Value Adv Fund 7127 shares 42,404 Fidelity Advisor Mid Cap T Fund 5479 shares 85,418 Fidelity Advisor Equity Growth T Fund 4342 shares 146,625 Putnam International Equity A Fund 21671 shares 355,613 Frank Russell LifePoints Moderate Strategy E Fund 5745 shares 52,513 Frank Russell LifePoints Balanced Strategy E Fund 10210 shares 85,357 Frank Russell LifePoints Aggressive Strategy E Fund 9267 shares 69,873 Frank Russell LifePoints Conservative Strategy E Fund 5599 shares 55,654 Frank Russell LifePoints Equity Aggressive Strategy E Fund 3087 shares 20,619 Frank Russell Special Growth E Fund 68 shares 2,398 AJM Basic Value A Fund 33277 shares 727,452 INVESCO Small Company Growth K Fund 2136 shares 17,795 * Popular, Inc. 24811 shares 838,606 * Participant Loans Interest rates range between 4.25% and 9.50% 392,133 ----------- $14,212,417 ===========
* Party in interest to the Plan SIGNATURE Pursuant to the requirement of the Securities Exchange Act of 1934, the persons who administer the employee benefit plan have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. EQUITY ONE, INC. RETIREMENT & SAVINGS PLAN (Name of Plan) By: Cameron Williams --------------------------------------- Cameron Williams Authorized Representative in the United States Dated: June 30, 2003 EXHIBIT INDEX Exhibit Exhibit 23 Consent of Independent Auditors Exhibit 99 Section 906 Certification EX-23 3 g83600exv23.txt CONSENT OF PRICEWATERHOUSE COOPERS LLP EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-100999) of Popular, Inc. of our report dated June 30, 2003 relating to the financial statements of Equity One, Inc. Retirement & Savings Plan, which appears in this Form 11-K. /s/ PricewaterhouseCoopers, LLP - ------------------------------- PricewaterhouseCoopers, LLP New York, New York June 30, 2003 EX-99.1 4 g83600exv99w1.txt EX-99.1 906 CERTIFICATIONS EXHIBIT 99 CERTIFICATION Pursuant to 18 U.S.C. ss. 1350, the undersigned officer of Equity One, Inc., on behalf of the plan administrator for the EQUITY ONE, INC. SAVINGS & RETIREMENT PLAN (the "Plan"), hereby certifies that the Annual Report for the Plan on Form 11-K for the period ended December 31, 2002 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of the Plan. Dated: June 30, 2003 /s/ Cameron Williams ----------------------------------- Name: Cameron Williams Title: On behalf of the Plan Administrator The foregoing certification is being furnished solely pursuant to 18 U.S.C. ss. 1350 and is not being filed as part of the Report. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----