SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20429
SCHEDULE 13D*
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Quaker City Bancorp, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
74731K106
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(CUSIP Number)
Brunilda Santos De Alvarez
Executive Vice President and General Counsel
Popular, Inc.
209 Munoz Rivera Avenue
Hato Rey, Puerto Rico 00918
(787) 765-9800
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 18, 2004
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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(e), 13d-1(f) or 13d-1(g), check the following
box. [_]
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 74731K106
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1 Name of Reporting Person: Popular, Inc.
I.R.S. Identification Nos. of Above Persons (Entities Only):
66-0416582
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2 Check the Appropriate Box if a Member of a Group: (a) [_]
(b) [X]
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3 SEC Use Only
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4 Source of Funds: Not Applicable
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5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Item 2(d) or 2(e):
[_]
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6 Citizenship or Place of Organization: Puerto Rico
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NUMBER OF 7 Sole Voting Power: 0
SHARES --------------------------------------------------------
BENEFICIALLY 8 Shared Voting Power: 585,296*
OWNED BY --------------------------------------------------------
EACH 9 Sole Dispositive Power: 0
REPORTING --------------------------------------------------------
PERSON WITH 10 Shared Dispositive Power: 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person:
585,296*
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12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares: [_]
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13 Percent of Class Represented by Amount in Row 11: 9.32%*
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14 Type of Reporting Person: CO
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* The Reporting Person disclaims beneficial ownership of such shares and this
statement shall not be construed as an admission that the Reporting Person is
the beneficial owner of any securities covered by this statement.
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ITEM 1 SECURITY AND ISSUER.
This Statement relates to shares of common stock, par value $0.01 per
share (the "Shares"), of Quaker City Bancorp, Inc. (the "Company"). The
Company's principal executive offices are located at 7021 Greenleaf Avenue,
Whittier, California 90602.
ITEM 2 IDENTITY AND BACKGROUND.
(a)-(c); (f) This Statement is filed by Popular, Inc. ("Popular"), a
diversified, publicly owned bank holding company, incorporated under the laws of
the Commonwealth of Puerto Rico. Popular has a principal place of business and a
principal office at 209 Munoz Rivera Avenue, Hato Rey, Puerto Rico 00918. For
information required by General Instruction C to Schedule 13D with respect to
the directors and executive officers of Popular, reference is made to Exhibit A
attached hereto and incorporated herein by reference.
(d)-(e) Neither Popular, nor, to the best of Popular's knowledge, any
of the persons listed on Exhibit A hereto, has during the last five years (i)
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
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.
David S. Engelman, Alfred J. Gobar, Wayne L. Harvey, Kathryn M.
Hennigan, David K. Leichtfuss, Frederic R. McGill, Edward L. Miller, J.L.
Thomas, Dwight L. Wilson (collectively, the "Stockholders") and Popular have
entered into Voting and Support Agreements (described in Item 4 of this
Statement and a form of which is attached hereto as Exhibit B) (each a "Voting
Agreement", and collectively, the "Voting Agreements") with respect to certain
Shares beneficially owned by the Stockholders. No Shares were purchased by
Popular pursuant to the Voting Agreements, and thus no funds were used for such
purpose. Exhibit B is specifically incorporated herein by reference in response
to this Item 3.
ITEM 4 PURPOSE OF TRANSACTION.
(a)-(j) The purpose of Popular's entering into the Voting Agreements
covering the Shares to which this Statement relates is to facilitate the
transactions contemplated by the Agreement and Plan of Merger, dated as of March
18, 2004, between Popular and the Company, attached hereto as Exhibit C (the
"Merger Agreement"). Except as otherwise provided in this Statement, capitalized
terms that are used but not otherwise defined in this Statement shall have the
meaning assigned to such terms in the Merger Agreement.
Pursuant to Instructions for Cover Page (2) to Schedule 13D, the
following is a description of the relationship among Popular and the
Stockholders under the Voting Agreements but is not an affirmation by Popular of
the existence of a group for purpose of Section 13(d)(3) or Section 13(g)(3) of
the Securities Exchange Act of 1934 (the "Act") or Rule 13d-5(b)(1) thereunder.
Pursuant to Rule 13d-4 of the Act, Popular disclaims beneficial ownership of the
Shares covered by the Voting Agreements.
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In order to induce Popular to enter into the Merger Agreement, the
Stockholders entered into the Voting Agreements with Popular. Pursuant to the
Voting Agreement, each of the Stockholders agreed, among other things, (a) to
appear at any meeting of stockholders of the Company or otherwise cause the
Shares owned beneficially and of record by such Stockholder to be counted as
present thereat for purposes of calculating a quorum, and (b) to vote, in person
or by proxy, or deliver a written consent covering all the Shares, and any other
voting securities of the Company (whenever acquired), that are owned
beneficially and of record by such Stockholder or as to which such Stockholder
has, directly or indirectly, the right to vote or direct the voting, (i) in
favor of adoption of the Merger Agreement and any other action requested by
Popular in furtherance thereof, (ii) against any action or agreement submitted
for approval of the stockholders of the Company that such Stockholder would
reasonably expect would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Company contained in the
Merger Agreement or of the Stockholder contained in the Voting Agreement, and
(iii) against any Acquisition Proposal or any other action, agreement or
transaction submitted for approval to the stockholders of the Company that is
intended, or could reasonably be expected, to materially impede, interfere or be
inconsistent with, delay, postpone, discourage or materially and adversely
affect the Merger or the Voting Agreement, including: (A) any extraordinary
corporate transaction, such as a merger, consolidation or other business
combination involving the Company or its Subsidiaries (other than the Merger);
(B) a sale, lease or transfer of a material amount of assets of the Company or
any of its Subsidiaries or a reorganization, recapitalization or liquidation of
the Company or any of its Subsidiaries; (C) a material change in the policies or
management of the Company; (D) an election of new members to the board of
directors of the Company, except where the vote is cast in favor of the nominees
of a majority of the existing directors; (E) any material change in the present
capitalization or dividend policy of the Company or any amendment or other
change to the Certificate of Incorporation or Bylaws of the Company; or (F) any
other material change in the Company's corporate structure or business. The
Voting Agreement, however, does not prevent any Stockholder who is a director
from discharging his fiduciary duties as a member of the board of directors of
the Company.
Under the Voting Agreements, each Stockholder also agreed to grant to
Popular a proxy to vote the Shares owned beneficially and of record by such
Stockholder as indicated in the Voting Agreement if such Stockholder fails for
any reason to vote such Shares in accordance with such Voting Agreement. In
addition, each Stockholder agreed not to transfer or otherwise dispose of any of
his Shares or any other Shares acquired by such Stockholder after the date of
such Voting Agreement and prior to the termination of such Voting Agreement,
subject to certain narrow exceptions.
The Voting Agreement and the proxy granted pursuant to it will
terminate upon the earlier of (i) the date on which the Merger Agreement is
terminated in accordance with its terms and (ii) the Effective Time.
The transactions contemplated by the Merger Agreement are summarized as
follows:
Under the Merger Agreement, a direct or indirect wholly owned
subsidiary of Popular will merge with and into the Company (the "Merger"), with
the Company being the surviving corporation. Pursuant to the Merger Agreement
and subject to certain customary exceptions, each Share outstanding immediately
prior to the Effective Time will be converted into the right to receive U.S. $55
in cash, without interest.
The Merger is subject to various conditions and regulatory approvals,
including the prior approval of the Board of Governors of the Federal Reserve
System, the New York State Banking Department and the stockholders of the
Company, and the satisfaction of other customary terms and conditions in the
Merger Agreement.
The above information describes the material aspects of the Merger, the
Merger Agreement and the Voting Agreement. This description does not purport to
be complete and is qualified
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in its entirety by reference to the exhibits to this document, including the
Merger Agreement and the Voting Agreement.
Except as set forth in this Statement, the Voting Agreements and the
Merger Agreement, none of Popular, or, to the best of Popular's knowledge, any
of the individuals named in Exhibit A hereto, has any plans or proposals that
relate to or that would result in any of the actions specified in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER.
(a) As a result of the Voting Agreements, Popular may be deemed to have
beneficial ownership of an aggregate of 585,296 Shares, which constitutes, based
on information provided by the Company and set forth in the Merger Agreement,
approximately 9.32% of the outstanding shares of voting stock of the Company as
of March 1, 2004.
Popular, however, hereby disclaims beneficial ownership of such Shares,
and this Statement shall not be construed as an admission that Popular is, for
any or all purposes, the beneficial owner of the securities covered by this
Statement.
Other than as provided in the first paragraph of this Item 5, neither
Popular nor, to the best knowledge of Popular, any of the persons listed on
Exhibit A hereto, owns or has any right to acquire, directly or indirectly, any
Shares.
(b) Pursuant to the Voting Agreements, Popular may be deemed to have
shared power to vote (i) 1,875 Shares with David S. Engelman, (ii) 194,152
Shares with Alfred J. Gobar, (iii) 60,477 Shares with Wayne L. Harvey, (iv)
42,394 Shares with Kathryn M. Hennigan, (v) 45,927 Shares with David K.
Leichtfuss, (vi) 77,512 Shares with Frederic R. McGill, (vii) 103,101 Shares
with Edward L. Miller, (viii) 21,934 Shares with J.L. Thomas and (ix) 37,924
Shares with Dwight L. Wilson. However, Popular is not entitled to any rights as
a stockholder of the Company as to the Shares that are subject to the Voting
Agreements. The information required by Item 2 relating to the Stockholders is
set forth in Exhibit D and consists of information contained in the Voting
Agreement. To the knowledge of Popular, none of the Stockholders, during the
last five years, has been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) 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. While Popular has no reason to believe that such
information was not reliable as of its date, Popular only accepts responsibility
for accurately reproducing such information and accepts no further or other
responsibility for such information. In addition, Popular makes no
representation or warranty with respect to the accuracy or completeness of such
information or any representation or warranty, and the filing of this Statement
shall not create any implication under any circumstances, that there have been
no events, or that there is no other information, including events or
information not yet publicly disclosed by any of the Stockholders, which may
affect the accuracy or completeness of such information.
(c) Except with respect to the transactions contemplated by each Voting
Agreement and the Merger Agreement, neither Popular nor, to the best of
Popular's knowledge, any of the persons listed on Exhibit A hereto, has effected
any transaction in the Shares during the past 60 days. The descriptions of the
transactions contemplated by the Voting Agreements and the Merger Agreement are
qualified in their entirety by reference to the respective agreements, copies of
which are filed hereto as Exhibits B and C, specifically incorporated herein by
reference in answer to this Item 5.
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(d) Except as set forth in this Item 5, no other person is known by
Popular to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of the Common Stock of the Company
that may be deemed to be beneficially owned by Popular.
(e) Not applicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
See "Item 4. Purpose of Transaction" for descriptions of the Voting
Agreements and the Merger Agreement, which are qualified in their entirety by
reference to the respective agreements, copies of which are filed hereto as
Exhibits B and C, respectively. Exhibits B and C are specifically incorporated
by reference in answer to this Item 6.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Directors and Executive Officers of Popular.
Exhibit B: Form of Voting Agreement, dated as of March 18, 2004, between
Popular and each of the Stockholders.
Exhibit C: Agreement and Plan of Merger, dated as of March 18, 2004, between
the Company and Popular.
Exhibit D: Certain Information Regarding the Stockholders.
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: March 26, 2004
POPULAR, INC.
/s/ Brunilda Santos de Alvarez
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By: Brunilda Santos de Alvarez
Executive Vice President and General
Counsel
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