Attached files
file | filename |
---|---|
EX-3.4 - EXHIBIT 3.4 - Santander Holdings USA, Inc. | w81993aexv3w4.htm |
EX-31.2 - EXHIBIT 31.2 - Santander Holdings USA, Inc. | w81993aexv31w2.htm |
EX-31.1 - EXHIBIT 31.1 - Santander Holdings USA, Inc. | w81993aexv31w1.htm |
EX-32.1 - EXHIBIT 32.1 - Santander Holdings USA, Inc. | w81993aexv32w1.htm |
EX-32.2 - EXHIBIT 32.2 - Santander Holdings USA, Inc. | w81993aexv32w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-K/A
Amendment
No. 1
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, |
for the fiscal year ended December 31, 2010, |
or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, |
for the transition period from N/A to . |
Commission File Number 001-16581
SANTANDER HOLDINGS USA, INC.
(Exact name of Registrant as specified in its charter)
Virginia | 23-2453088 | |
(State or other Jurisdiction | (I.R.S. Employer Identification No.) | |
of Incorporation or Organization) | ||
75 State Street, Boston, Massachusetts | 02109 | |
(Address of Principal Executive Offices) | (Zip Code) |
(617) 346-7200
Registrants Telephone Number
Securities registered pursuant to Section 12(b) of the Act:
Title | Name of Exchange on Which Registered | |
Depository Shares for Series C non-cumulative preferred stock | NYSE | |
7.75% Capital Securities (Sovereign Capital Trust V) | NYSE |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Act Yes o No þ
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web Site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of Registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
No Common Stock of the Registrant was held by nonaffiliates of the Registrant at June 30, 2010. As
of February 28, 2011, the Registrant had 517,107,043 shares of Common Stock outstanding.
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K/A (this Amendment No. 1) of Santander
Holdings USA, Inc. (the Company) amends the Companys Annual Report on Form 10-K for the year
ended December 31, 2010, which was filed with the U.S. Securities and Exchange Commission on March
10, 2011 (the Original Filing). The Company is filing this Amendment No. 1 solely to file, as
Exhibit 3.4 to this Amendment No. 1, a further amendment and restatement of the Companys Amended
and Restated Bylaws, which were filed as Exhibit 3.4 to the Original Filing. On January 20, 2010,
the sole shareholder of the Company, acting by written consent, amended the Amended and Restated
Bylaws of the Company to increase the number of directors on the Companys board of directors from
nine (9) to ten (10).
In addition, as required by Rule 12b-15 promulgated under the Securities Exchange Act of 1934,
as amended (the Exchange Act), new certifications by our principal executive officer and
principal financial officer are filed as exhibits to this Amendment No. 1. Except as described
above, no other amendments are being made to the Original Filing. This Amendment No. 1 does not
reflect events after the filing of the Original Filing or modify or update any disclosures that may
have been affected by subsequent events. Pursuant to Rule 12b-15 promulgated under the Exchange
Act, the complete text of Part IV, Item 15, as amended, is set forth in this Amendment No. 1.
1
PART IV
Item 15. | Exhibits and Financial Statement Schedules. |
(a) 1. Financial Statements.
The following financial statements are filed as part of this report:
| Consolidated Balance Sheets | ||
| Consolidated Statements of Operations | ||
| Consolidated Statements of Stockholders Equity | ||
| Consolidated Statements of Cash Flows | ||
| Notes to Consolidated Financial Statements |
2. Financial Statement Schedules.
Financial statement schedules are omitted because the required information is either not
applicable, not required or is shown in the respective financial statements or in the notes
thereto.
(b) Exhibits.
(2.1 | ) | Transaction Agreement, dated as of October 13, 2008, between Santander Holdings USA, Inc.
and Banco Santander, S.A. (Incorporated by reference to Exhibit 2.1 to SHUSAs Current Report
on Form 8-K filed October 16, 2008) |
||
(3.1 | ) | Amended and Restated Articles of Incorporation of Santander Holdings USA, Inc. (Incorporated
by reference to Exhibit 3.1 to SHUSAs Current Report on Form 8-K filed January 30, 2009) |
||
(3.2 | ) | Articles of Amendment to the Articles of Incorporation of Santander Holdings USA, Inc.
(Incorporated by reference to Exhibit 3.1 to SHUSAs Current Report on Form 8-K filed March
27, 2009) |
||
(3.3 | ) | Articles of Amendment to the Articles of Incorporation of Santander Holdings USA, Inc.
(Incorporated by reference to Exhibit 3.1 to SHUSAs Current Report on Form 8-K filed February
5, 2010) |
||
(3.4 | ) | Amended
and Restated Bylaws of Santander Holdings USA, Inc., as amended and
restated on January 20, 2010 |
||
(4.1 | ) | Santander Holdings USA, Inc. has certain debt obligations outstanding. None of the
instruments evidencing such debt authorizes an amount of securities in excess of 10% of the
total assets of Santander Holdings USA, Inc. and its subsidiaries on a consolidated basis;
therefore, copies of such instruments are not included as exhibits to this Annual Report on
Form 10-K. Santander Holdings USA, Inc. agrees to furnish copies to the SEC on request |
||
(4.2 | ) | Fiscal Agency Agreement dated December 22, 2008 between Sovereign Bank and The Bank of New
York Mellon Trust Company, N.A., as fiscal agent (Incorporated by reference to Exhibit 4.1 to
SHUSAs Current Report on Form 8-K filed December 22, 2008) |
||
(4.3 | ) | Fiscal Agency Agreement dated December 22, 2008 between Santander Holdings USA, Inc. and The
Bank of New York Mellon Trust Company, N.A., as fiscal agent (Incorporated by reference to
Exhibit 4.2 to SHUSAs Current Report on Form 8-K filed December 22, 2008) |
||
(10.1 | ) | Commercial Paper Dealer Agreement between Santander Holdings USA, Inc. and Santander
Investment Securities Inc., dated as of July 15, 2010 (Incorporated by reference to Exhibit
10.1.1 to SHUSAs Current Report on Form 8-K filed July 21, 2010) |
||
(16.1 | ) | Letter from Ernst & Young LLP, dated March 27, 2009 (Incorporated by reference to Exhibit
16.1 to SHUSAs Current Report on Form 8-K filed March 27, 2009) |
||
(16.2 | ) | Letter from Ernst & Young, dated April 9, 2009 (Incorporated by reference to Exhibit 16.1 to
SHUSAs Current Report on Form 8-K filed April 9, 2009) |
||
*(21 | ) | Subsidiaries of Registrant |
||
*(23.1 | ) | Consent of Ernst & Young LLP |
||
*(23.2 | ) | Consent of Deloitte & Touche LLP |
||
(31.1 | ) | Chief Executive Officer certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act |
||
(31.2 | ) | Chief Financial Officer certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act |
||
(32.1 | ) | Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
||
(32.2 | ) | Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
* | Previously filed with the registrants Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 10, 2011 |
2
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
SANTANDER HOLDINGS USA, INC. (Registrant) |
||||
By: | /s/ Jorge Morán | |||
Name: | Jorge Morán | |||
Title: | President, Chief Executive Officer |
March 14, 2011
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Signature | Title | Date | ||
/s/ Jorge Morán |
President Chief Executive Officer (Principal Executive Officer) |
March 14, 2011 | ||
/s/ Guillermo Sabater |
Senior Executive Vice President Chief Financial Officer |
March 14, 2011 | ||
Chief Administration Officer | ||||
(Principal Financial Officer) | ||||
3