UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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Amendment No. 3
to
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BANCO SANTANDER - CHILE
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(Name of Issuer)
SERIES A SHARES WITHOUT PAR VALUE
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(Title of Class of Securities)
05965F108
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(CUSIP Number)
BANCO SANTANDER, SOCIEDAD ANONIMA
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(Name of Person Filing Statement)
GONZALO DE LAS HERAS
BANCO SANTANDER, S.A.
45 East 53rd Street
New York, NY 10022
Tel. No.: (212) 350-3444
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 8, 1998
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following
box [ ]
Note. Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1 (a) for other parties to whom copies are
to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
Schedule 13D
CUSIP No. 05965F108 13D Page 2 of 6 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Banco Santander, S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO*; WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e). [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kingdom of Spain
NUMBER OF 7 SOLE VOTING POWER 20,620,266,919
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 20,620,266,919
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,620,266,919
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.9%
14 TYPE OF REPORTING PERSON
CO
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* Certain of the Series A Shares that are the subject of this report
were received as merger consideration upon the merger of Banco Osorno y La
Union and Banco Santander - Chile, an indirect subsidiary of Banco Santander,
S.A.
Item 1. Security and Company.
The class of equity securities to which this statement relates is the
Series A Shares of Common Stock, without par value per share (the "Series A
Shares"), of Banco Santander - Chile (formerly known as Banco Osorno y La
Union), a Chilean banking corporation (the "Company"). The principal
executive offices of the Company are located at Bandera 140, Santiago, Chile.
Item 2. Identity and Background.
The name of the person filing this statement is Banco Santander,
Sociedad Anonima, a Spanish banking corporation ("Santander").
The address of the principal business and the principal office of
Santander is Paseo de la Castellana 24, 28046 Madrid, Spain. The name,
business address, present principal occupation or employment, and citizenship
of each director and executive officer of Santander is set forth on Schedule A.
Santander, together with its consolidated subsidiaries (the "Santander
Group"), engages in commercial banking in Spain and abroad and provides a
comprehensive range of banking, financial and related services to corporate
and individual clients. At September 30, 1997, the Santander Group was the
largest banking organization in Spain in terms of total assets.
The Santander Group operates in four principal areas of business
activity: retail banking, corporate banking, treasury and capital markets and
investment banking. The Santander Group's retail banking activities include
deposit taking, home mortgage lending, mutual fund and pension fund
management, private banking, credit and debit card operations and other
consumer finance, and remote banking services. Corporate banking includes
short- and long-term lending in pesetas and other currencies, trade finance,
leasing, factoring, bill discounting, cash management, and money transfers.
The Santander Group's treasury and capital markets activities include
operations in domestic and foreign debt, foreign exchange, interbank deposits,
and swap, forward and other derivatives markets, both for its own account and
for the account of clients. The Santander Group's investment banking is
conducted principally through Santander Investment, S.A., a wholly owned
subsidiary organized in 1993 to hold the various Santander Group companies
involved in investment and merchant banking, including Banco Santander de
Negocios, S.A. These activities include corporate finance, securities
underwriting, structured finance, treasury services, development capital,
securities brokerage services, merger and acquisition advice, project finance
and individual and corporate asset management.
During the last five years, neither Santander, nor any other person
controlling Santander, nor, to the best of its knowledge, any of the persons
listed on Schedule A attached hereto, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to an Agreement to Buy and Sell dated as of April 11, 1996 (the
"Agreement"), Santander and certain holders of the Series A Shares of Banco
Osorno y La Union ("Osorno") agreed, among other things, that Banco Santander
- - Chile ("Santander Chile") would merge with and into Osorno and that Osorno
as the surviving corporation would subsequently change its name to Banco
Santander - Chile. As consideration for such merger (the "Merger") Osorno
issued Series A Shares to Santander Chile Holding S.A. (an indirect subsidiary
of Santander) ("Holding S.A."), in exchange for the then issued and
outstanding shares of common stock of Santander Chile. In addition, at that
time Santander agreed to subsequently purchase 25.5% of the issued and
outstanding Series A Shares (the "Additional Series A Shares") from certain
shareholders of Osorno.
The Merger was consummated as of July 1, 1996 and as a result thereof,
Holding S.A. received 12,380,740,203 Series A Shares as merger consideration.
On June 28, 1996, the last business day prior to the consummation of the
Merger, the last reported sales price of the American Depository Shares (each
an "ADS", representing 220 Series A Shares) on The New York Stock Exchange
(the "NYSE") was U.S.$14-1/4. Thus, the aggregate market value of the Series
A Shares that were received by Holding S.A. on July 1, 1996 pursuant to the
Merger was approximately U.S.$801,934,308.
On November 11, 1996, Santander through Inversiones Golf Center, S.A.
("Inversiones"), an indirect subsidiary of Santander, acquired the Additional
Series A Shares. The purchase price for the Additional Series A Shares was
U.S.$.0773 per share. The total purchase price for the Additional Series A
Shares was approximately U.S.$496 million. The sources of the funds used to
acquire the Additional Series A Shares are as follows: cash on hand of
approximately U.S.$58 million, short-term loans totaling approximately
U.S.$158 million from two banks, and the proceeds (approximately U.S.$283
million) of the initial public offering in Chile of the shares of Holding S.A.
Subsequently, a portion of the Additional Series A Shares comprising 22.5% of
the issued and outstanding Series A Shares was transferred to Servicios
Financieros Bandera, S.A., a corporation (sociedad anonima) organized under
the laws of Chile and an indirect majority-owned subsidiary of Santander.
On June 9, 1997, Santander, through Sociedad Inversiones Invercom
Tercera Ltda. ("Invercom"), a subsidiary of Santander, acquired 910,481,191
Series A Shares, representing 3.6% of the issued and outstanding Series A
Shares. The purchase price for these shares was 28.27492 Chilean pesos
(approximately U.S.$.0675) per share. The total purchase price for these
shares was 25,743,782,837 Chilean pesos (approximately U.S.$61,477,690). This
acquisition was funded entirely through cash on hand. Subsequently,
910,481,000 of these shares were transferred from Invercom to Santander
Investment, S.A., a wholly-owned subsidiary of Santander.
Subsequent to the foregoing acquisition and prior to the end of 1997,
Santander, through Banco Santander Trust & Banking Corporation (Bahamas)
Limited, a subsidiary of Santander, purchased 4,118,000 ADSs (representing
905,960,000 Series A Shares), representing 3.6% of the issued and outstanding
Series A Shares, in market purchases on the NYSE. The purchase of these ADSs
were funded by Santander's cash on hand. The average price per ADS was
approximately U.S.$13.74, and the aggregate amount for such purchases was
U.S.$56,581,320.
Item 4. Purpose of Transaction.
Santander, through certain of its subsidiaries, acquired the Series A
Shares for investment purposes.
Santander intends to review from time to time the Company's business
affairs and financial position. Based on such evaluation and review, as well
as general economic and industry conditions existing at the time, Santander
may consider from time to time alternative courses of action. Subject to any
necessary compliance with applicable law, such actions may involve the sale of
all or a portion of the Series A Shares in the open market, in privately
negotiated transactions, through a public offering or otherwise.
Except as set forth above, none of Santander, any person controlling
Santander, or to the best its knowledge, any of the persons named in Schedule
A has any plan or proposals which relate to or would result in any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Company.
.
(a) Santander, through certain of its subsidiaries, beneficially owns
20,620,266,919 Series A Shares, which shares represent approximately 81.9% of
the outstanding Series A Shares (based on approximately 25,188,630,070 Series
A Shares outstanding as of January 8, 1998, according to information provided
by the Company).
Except as set forth in this Item 5(a), neither Santander, nor any other
person controlling Santander, nor, to the best of its knowledge, any persons
named in Schedule A hereto, beneficially owns any Series A Shares.
(b) Santander has the sole power to vote and to dispose of
20,620,266,919 Series A Shares.
(c) See above.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Company.
Pursuant to the Merger Agreement, Holding S.A. caused 9 individuals,
including Emilio Botin-Sanz de Sautuola y Garcia de los Rios, Mauricio Larrain
Garces, Gerardo Jofre Miranda, Juan Rodriguez Inciarte, Ramon Aboitiz
Musatadi, Roberto Mendez Torres, Vittorio Corbo Lioi, Hans Eben Oyanedel and
Juan Colombo Campbell, to be placed on the Company's Board of Directors.
Ramon Aboitiz Musatadi is no longer a director of the Company.
Item 7. Material to be Filed as Exhibits.
No exhibits are attached to this Amendment No. 3. The following
exhibits, however, were attached to the Schedule 13D filed on July 1, 1996.
Exhibit 1: Agreement to Buy and Sell dated as of April 11, 1996 by and among
GASA S.A. and certain others named therein and Banco Santander,
S.A. (filed July 1, 1996)
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: January 8, 1998
BANCO SANTANDER, S.A.
By: /s/ Gonzalo de las Heras
---------------------------------
Name: Gonzalo de las Heras
Title: Executive Vice President
Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF
BANCO SANTANDER, S.A.
The name, business address, present principal occupation or employment
of each of the directors and executive officers of Banco Santander, S.A.
("Santander") are set forth below. All of the Directors and Executive
Officers are citizens of Spain, except Mr. Harry P. Kamen (USA), Mr. Gonzalo
de las Heras (USA), The Right Honorable Viscount Younger of Leckie (United
Kingdom), Mr. Ian F. Grant (United Kingdom) and Mr. Antonino Fernandez
(Mexico).
Director's Name Business Address Principal Occupation
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Emilio Botin Paseo de la Castellana, 24 Chairman and Chief Executive
28046 Madrid, Spain Officer, Banco Santander, S.A.
Jaime Botin Paseo de la Castellana, 29 Chairman, Bankinter, S.A.; First
28046 Madrid, Spain Vice Chairman, Banco Santander,
S.A.
Matias R. Inciarte Paseo de la Castellana, 24 2nd Vice Chairman, Banco
28046 Madrid, Spain Santander, S.A.
Angel Jado Perez Galdos, 6 Retired
Santander, Spain
Juan Secades Doctor Arce, 20 Retired
Madrid
Jose Luis Diaz Paseo de la Castellana, 24 Retired
28046 Madrid, Spain
Rafael Alonso Paseo de la Castellana, 24 Retired
28046 Madrid, Spain
Rodrigo Echenique Paseo de la Castellana, 24 Banker
28046 Madrid, Spain
Joaquin Folch-Rusinol Avenida Pearson, 44 Chairman, Industrias Titan, S.A.
Barcelona, Spain
Ana Patricia Botin Paseo de la Castellana, 24 Executive Vice President,
28046 Madrid, Spain Wholesale Banking, Banco
Santander, S.A.
Emilio O. Botin Paseo de la Castellana, 75 Executive Vice President,
28046 Madrid, Spain Financial Management, Banco
Santander, S.A.
Viscount Younger of 42 St Andrew Square Chairman, The Royal Bank of
Leckie Edinburgh EH2 2YE Scotland Group plc
Juan R. Inciarte Paseo de la Castellana, 24 Executive Vice President, Credit
28046 Madrid, Spain and Global Risk Management,
Banco Santander, S.A.
Ian F. Grant 42 St Andrew Square Director, The Royal Bank of
Edinburgh EH2 2YE Scotland Group plc
Harry P. Kamen 1 Madison Avenue Chairman, Metropolitan Life
New York, NY 10010 Insurance Company
Alfredo Saenz Alcala 14 Chairman, Banco Espanol de
28014 Madrid, Spain Credito
Antonino Fernandez Calle Schiller, 255 Chairman, Grupo Modelo
Colonia Chapultepec
Mexico, DF
Elias Masaveu Cimadevilla 11 Businessman
Oviedo, Spain
Ignacio Soler Calle Mayor 70 Businessman
Madrid, Spain
Francisco Luzon Paseo de la Castellana, 24 Executive Vice President Adjoint
28046 Madrid, Spain to the Chairman, Strategy,
Communications and
Institutional Relations, Banco
Santander, S.A.
Executive Officers
(who are not directors)
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Director's Name Business Address Principal Occupation
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Ricardo Alonso Carretera de Barcelona Executive Vice President,
KM11, 700 Operations and Control
28022 Madrid, Spain
David Arce Avda. Europa, 26 Executive Vice President,
28224 Pozuelo, Spain Internal Audit
Ignacio Benjumea Paseo de la Castellana, 24 Executive Vice President,
28046 Madrid, Spain General Secretary
Teodoro Bragado Paseo de la Castellana, 24 Executive Vice President,
28046 Madrid, Spain Global Banking, Credit
Jose Maria Carballo Paseo de la Castellana, 24 Executive Vice President
28046 Madrid, Spain
Pedro Chicharro Paseo de la Castellana, 24 Executive Vice President,
28046 Madrid, Spain Planning and Research
Gonzalo de las Heras 45 East 53rd Street Executive Vice President
New York, NY 10022
Casto de la Mora Paseo de la Castellana, 24 Executive Vice President,
28046 Madrid, Spain Commercial Banking, Spain
Jose Maria Espi Paseo de la Castellana, 24 Executive Vice President,
28046 Madrid, Spain Mortgage and Banking for
Institutions
Francisco G. Robatto Paseo de la Castellana, 24 Executive Vice President,
28046 Madrid, Spain Human Resources
Jose Ramon Jimenez Carretera de Barcelona Executive Vice President,
KM 11,700 Procedures, Cost Control and
28022 Madrid, Spain Premises
Julio Lage Carretera de Barcelona Executive Vice President,
KM11,700 Technological Strategy
28022 Madrid, Spain
Francisco Martin Paseo de la Castellana, 24 Executive Vice President,
28046 Madrid, Spain Global Banking
Javier Peralta Paseo de la Castellana, 24 Executive Vice President,
28046 Madrid, Spain Credit, Spain
Antonio Aparicio Paseo de la Castellana, 24 Senior Vice President,
28046 Madrid, Spain Corporate Office Staff
