-----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, Le3pyp3G9UEjqRblGJGTgaNIZsJa10o4pI1/REatZV24o2s+sdGDTfhwGV48MSDT EyXyUI/tnazyRXL0T1kOHw== 0000893220-06-000355.txt : 20060223 0000893220-06-000355.hdr.sgml : 20060223 20060223141704 ACCESSION NUMBER: 0000893220-06-000355 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060223 DATE AS OF CHANGE: 20060223 EFFECTIVENESS DATE: 20060223 FILER: 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-16581 FILM NUMBER: 06638964 BUSINESS ADDRESS: STREET 1: 2000 MARKET ST CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2155574630 MAIL ADDRESS: STREET 1: MC11-900-IR5 STREET 2: 1130 BERKSHIRE BLVD CITY: WYOMISSING STATE: PA ZIP: 19610 DEFA14A 1 w17190edefa14a.htm SOVEREIGN BANCORP, INC. defa14a
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
o   Preliminary Proxy Statement
 
o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
o   Definitive Proxy Statement
 
o   Definitive Additional Materials
 
x   Soliciting Material under Rule 14a-12
SOVEREIGN BANCORP, INC.
 
(Name of Registrant as Specified in Its Charter)
SOVEREIGN BANCORP, INC.
 
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x   No fee required.
 
o   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)   Title of each class of securities to which transaction applies:
 
  (2)   Aggregate number of securities to which transaction applies:
 
  (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
  (4)   Proposed maximum aggregate value of transaction:
 
  (5)   Total fee paid:
o   Fee paid previously with preliminary materials:
 
o   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
  (1)   Amount previously paid:
 
  (2)   Form, Schedule or Registration Statement No.:
 
  (3)   Filing Party:
 
  (4)   Date Filed:

 

 

The following op-ed was published on February 23, 2006.
The Patriot-News
Counterpoint Dick Ehst
Sovereign seeks growth, job protection
By Dick Ehst
February 23, 2006
Dick Ehst is executive vice president of Sovereign Bank, based in Reading.
On behalf of Sovereign Bancorp, its 3,500 employees in Pennsylvania, its customers and its suppliers, I would like to express my disappointment with the Feb. 14 editorial, “Hasty process.” The editorial questions how jobs factor in to the discussion about recently enacted Pennsylvania legislation. It also fails to communicate that the legislation, which we believe clarified the intent of pre-existing Pennsylvania law, helps to ensure that boards of directors of Pennsylvania companies can raise capital in an effort to support and promote long-term growth.
We believe that California-based Relational Investors has no interest in creating jobs in Pennsylvania. In fact, Relational has stated publicly that it wants Sovereign to be sold. In our view, Relational is interested in short-term gains rather than long-term value creation. We believe that Relational would like for Sovereign to be sold — and with a sale comes job loss. Among some of the things Ralph Whitworth, Relational’s principal, and his adviser have said on the subject include:
At a Nov. 8 forum sponsored by Relational, Mr. Whitworth stated that “if we [Relational’s director nominees] are elected we want to sell it [Sovereign] for as much as we can.”
At the same forum, Anthony Terracciano, a senior adviser to Relational, said that Sovereign shareholders will “win” by supporting Relational “because we are going to execute the strategy brilliantly or ... because we are going to sell the company.”
As a Pennsylvania company, Sovereign benefits from operating in a business environment that encourages growth and supports our long-term prospects. We have a long history of creating jobs and delivering results, and we are confident that our pending transactions will allow us to uphold that proud tradition. Our goal continues to be to permit Sovereign to enhance our capital flexibility, provide brand awareness and put our company in a better position to capitalize on opportunities available to us — all for the long-term benefit of the company and our stakeholders.
In addition to Pennsylvania, a number of states have laws designed to protect not only a company’s shareholders but also its employees, customers and the communities they serve. Sovereign operates in a way that makes sense for all of our constituents, and we should not change that now. Over the years, the Pennsylvania Legislature has played a tremendous role in ensuring Sovereign’s status and ability to grow as a Pennsylvania company. We look forward to continuing to grow our company — in Pennsylvania and elsewhere.

 

 

This op-ed was published in The Patriot-News on February 23, 2006. Sovereign Bancorp has obtained permission from Dick Ehst, executive vice president of Sovereign Bank, to reprint and distribute this op-ed. Sovereign Bancorp has not obtained permission from the publisher, The Patriot-News, to reprint and distribute this op-ed.
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.

 

-----END PRIVACY-ENHANCED MESSAGE-----