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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): February 21, 2003
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Popular, Inc.
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(Exact name of registrant as specified in this charter)
Puerto Rico 0-13818 66-041-6582
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(State or other jurisdiction of (Commission File No.) (IRS Employer Identification No.)
incorporation)
Popular Center Building
209 Munoz Rivera Ave, Hato Rey
San Juan, Puerto Rico 00918
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (787) 765-9800
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ITEM 5. OTHER EVENTS
On February 26, 2003, Popular, Inc. (the "Company") sold
6,500,000 shares of its 6.375% Noncumulative Monthly Income Preferred Stock,
2003 Series A, no par value per share (the "2003 Series A Preferred Stock"), at
a price to the public of $25.00 per share, in a public underwritten offering
pursuant to a Prospectus Supplement, dated February 21, 2003, and a Prospectus
dated November 19, 2001. The Company also granted the underwriters an option to
purchase up to an additional 975,000 shares at the same price for a period of
30 days to cover over-allotments. The sale was completed pursuant to an
Underwriting Agreement (the "Underwriting Agreement") dated February 21, 2003,
between the Company and Popular Securities, Inc., as Representative of the
several underwriters named in schedule 1 to the Underwriting Agreement. The
Underwriting Agreement, as well as various legal opinions relating to the
offering, are being filed as exhibits hereto and are hereby incorporated herein
by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
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1.1 Underwriting Agreement, dated February 21, 2003, between
Popular, Inc. and Popular Securities, Inc., as Representative
of the several underwriters named in schedule 1 to the
Underwriting Agreement.
3.1 Certificate of Designation designating the terms of the 2003
Series A Preferred Stock. (Incorporated by reference to
Exhibit 3.3 to Form 8-A of the Company filed on February 25,
2003.)
4.1 Form of 2003 Series A Preferred Stock Certificate.
(Incorporated by reference to Exhibit 4.1 to Form 8-A of the
Company filed on February 25, 2003.)
5.1 Opinion of Pietrantoni Mendez & Alvarez LLP regarding
legality of offered shares.
5.2 Opinion of Brunilda Santos de Alvarez, Esq. regarding legality
of offered shares.
8.1 Opinion of Pietrantoni Mendez & Alvarez LLP regarding tax
matters.
23.1 Consent of Pietrantoni Mendez & Alvarez LLP (included in
Exhibit 5.1 and 8.1)
23.2 Consent of Brunilda Santos de Alvarez, Esq. (included in
Exhibit 5.2)
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.
POPULAR, INC.
By: /s/ Amilcar L. Jordan
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Amilcar L. Jordan
Senior Vice President
(Principal Accounting Officer)
Date: February 26, 2003
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