DEFA14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

January 3, 2006
Date of Report (Date of earliest event reported)

SOVEREIGN BANCORP, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania
(State or other jurisdiction
of incorporation) 1-16581
(Commission
File Number) 23-2453088
(IRS Employer
Ident. No.)

1500 Market Street, Philadelphia, Pennsylvania
(Address of principal executive offices) 19102
(Zip Code)

(215) 557-4630
Registrant’s telephone number, including area code

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 3, 2006, the Board of Directors (the “Board”) of Sovereign Bancorp, Inc. (the “Company”) amended Section 3.02 of the Company’s bylaws which relates to the annual meeting of the Company’s shareholders. Prior to the amendment, Section 3.02 provided, among other things, that the date of the annual meeting of shareholders of the Company could be fixed from time to time by the Company’s Board, or, if no date were fixed by the Board, the annual meeting of shareholders would be held on the third Thursday of April of the applicable year. Section 3.02 as amended eliminates the reference to the default date of the third Thursday of April, and provides that the annual meeting of shareholders will be held each year on such date as may be fixed from time to time by the Board. A copy of Section 3.02 of the bylaws as amended is attached hereto as Exhibit 3.2 and the foregoing description is qualified in its entirety by reference to Exhibit 3.2.

Item 8.01 Other Events.

On January 4, 2006, the Company issued a press release announcing the amendment to the Company’s bylaws described in item 5.03 and also announcing that the Company’s Board has determined that the Company’s 2006 annual meeting of shareholders will be held after August 31, 2006. The press release, attached as Exhibit 99.1 hereto, is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

3.1	Bylaws of Sovereign Bancorp, Inc. (incorporated by reference herein to Exhibit 3.2 of Registration Statement No. 333-117621 on Form S-8).
*3.2	Amendment to Section 3.02 of Bylaws of Sovereign Bancorp, Inc.
*99.1	Press release, dated January 4, 2006, of Sovereign Bancorp, Inc.
*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SOVEREIGN BANCORP, INC.
Dated: January 4, 2006	By:	/s/ Stacey V. Weikel
		Stacey V. Weikel
		Senior Vice President

2

EXHIBIT INDEX

Exhibit Number Description

3.1 Bylaws of Sovereign Bancorp, Inc. (incorporated by reference herein to Exhibit 3.2 of Registration Statement No. 333-117621 on Form S-8)

3.2 Amendment to Section 3.02 of Bylaws of Sovereign Bancorp, Inc.

99.1 Press release, dated January 4, 2006, of Sovereign Bancorp, Inc.

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EX-3.2

Exhibit 3.2

AMENDMENT TO SECTION 3.02 OF BYLAWS

Section 3.02 of the Company’s Bylaws was amended to read in its entirety as follows:

“3.02. Annual Meeting. The annual meeting of shareholders shall be held on such day each year as may be fixed from time to time by the Board of Directors. At such meetings, directors shall be elected, reports of the affairs of the Company shall be considered, and any other business may be transacted which is within the powers of the shareholders.”

EX-99.1

FINANCIAL CONTACTS:
Mark McCollom	610-208-6426	mmccollo@sovereignbank.com
Stacey Weikel	610-208-6112	sweikel@sovereignbank.com
MEDIA CONTACTS
Ed Shultz	610-207-8753	eshultz1@sovereignbank.com
The Abernathy MacGregor Group    212-371-5999
Mike Pascale
Tom Johnson

For Immediate Release

SOVEREIGN SAYS 2006 ANNUAL MEETING OF SHAREHOLDERS
WILL BE HELD AFTER AUG. 31, 2006

PHILADELPHIA, Jan. 4, 2006 — Sovereign Bancorp, Inc. (NYSE:SOV) today announced that its Board of Directors has determined that the Company’s 2006 Annual Meeting of Shareholders will be held sometime after Aug. 31, 2006. The Board has not yet set a date for the Annual Meeting, nor has it set a record date for determining shareholders entitled to vote at the Annual Meeting. Under Pennsylvania law, Sovereign’s 2006 Annual Meeting cannot be held later than Dec. 31, 2006.

Sovereign’s Board also adopted an amendment to the Company’s Bylaws with respect to the Annual Meeting. Prior to the amendment, the Bylaws provided that the date of the annual meeting “may be fixed from time to time by the Board of Directors, or, if no day be so fixed, on the third Thursday of April ...” The amendment eliminates the reference to the third Thursday in April, and continues to provide that the annual meeting date shall be the date fixed by the Board.

In taking these actions, Sovereign’s Board considered, among other things, the fact that during the second and third quarters of 2006 Sovereign expects to be completing its pending acquisition of Independence Community Bank and engaged in the process of

integrating the acquisition. The Board believes it is essential for management to focus its full attention on the acquisition and integration before it becomes necessary to devote very substantial amounts of time in responding to any proxy contest initiated by Relational Investors.

In addition, the Board considered the potential confusion created by Relational Investors’ recent statement that it would seek to remove the entire Board without cause, and thereby take control of the Company. Sovereign is seeking a declaratory judgment in federal court confirming Sovereign’s view that removal of directors without cause is prohibited by Pennsylvania law and the Company’s Articles of Incorporation.

Sovereign Bancorp, Inc., (“Sovereign”) (NYSE: SOV), is the parent company of Sovereign Bank, a $63 billion financial institution with more than 650 community banking offices, over 1,000 ATMs and approximately 10,000 team members with principal markets in the Northeast United States. Sovereign offers a broad array of financial services and products including retail banking, business and corporate banking, cash management, capital markets, trust and wealth management and insurance. Sovereign is the 18th largest banking institution in the United States. For more information on Sovereign Bank, visit http://www.sovereignbank.com or call 1-877-SOV-BANK.

Sovereign Bancorp, Inc. and its directors and officers may be deemed to be participants in the solicitation of proxies from shareholders of Sovereign in connection with the election of directors at the 2006 annual meeting of shareholders. Information regarding the names of Sovereign’s directors and executive officers and their respective interests in Sovereign by security holdings or otherwise is set forth in Sovereign’s proxy statement relating to the 2005 annual meeting of shareholders, which may be obtained free of charge at the SEC’s website at http://www.sec.gov and Sovereign’s website at http://www.sovereignbank.com. Additional information regarding the interests of such potential participants will be included in the Proxy Statement and other relevant documents to be filed with the SEC in connection with Sovereign’s 2006 annual meeting of shareholders.

Sovereign Bancorp, Inc. will file a Proxy Statement on Schedule 14A with the SEC in connection with its 2006 annual meeting of shareholders, which, when filed, will be available free of charge at the SEC’s website at http://www.sec.gov. Investors and security holders are advised to read Sovereign’s Proxy Statement, when available, and the other materials to be filed by Sovereign related to the proxy solicitation, when available, because they will contain important information. Investors and security holders may obtain a free copy of the Proxy Statement on Schedule 14A and all other related material to be filed by Sovereign with the SEC (when they are filed and become available) free of charge at the SEC’s website at http://www.sec.gov or by contacting Sovereign’s proxy solicitors, Innisfree M&A Incorporated at 1-888-750-5834 or Mackenzie Partners, Inc. at 1-800-322-2885. Sovereign also will provide a copy of these materials without charge at the Investor Relations section of its website at http://www.sovereignbank.com.