Exhibit 8
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7 )
BANCO
FRANCÉS DEL RIO DE LA
PLATA, S.A.
(Name of Issuer)
ORDINARY SHARES
Ps.1 NOMINAL VALUE
(Title of Class of Securities)
05959110
(CUSIP Number)
RAUL SANTORO
Authorized Representative of Banco
Bilbao Vizcaya Argentaria, S.A.
1345 Avenue of the Americas,
45th Floor
New York, New York 10105
(212) 728-1500
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
March 1, 2000 - November 30, 2000
(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 statement because of Rule 13d-1(b)(3) or (4), check the following: [ ].
Check the following box if a fee is being paid with this statement: [ ].
| CUSIP No. 879382 | SCHEDULE 13D | Page 2 of 6 Pages |
| 1 | NAME
OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Banco Bilbao Vizcaya Argentaria, S.A. |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS* WC |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
o |
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Kingdom of Spain |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 143,060,294 Ordinary Shares |
|
| 8 | SHARED
VOTING POWER Not applicable |
||
| 9 | SOLE
DISPOSITIVE POWER 143,060,294 Ordinary Shares |
||
| 10 | SHARED
DISPOSITIVE POWER Not applicable. |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 143,060,294 Ordinary Shares |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
o |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 68.24% |
||
| 14 | TYPE
OF REPORTING PERSON* BK |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2 of 6
SEC 1746
(9-88)
Banco Bilbao Vizcaya Argentaria, S.A., a Spanish corporation (“BBVA”) hereby amends its Report on Schedule 13D, originally filed on October 17, 1996 (the “Schedule 13D”), as amended by Amendment No. 1 filed on December 23, 1996, Amendment No. 2 filed on January 24, 1997, Amendment No. 3 filed on April 30, 1997, Amendment No. 4 filed on November 21, 1997, Amendment No. 5 filed on January 22, 1998, and Amendment No. 6 filed on February 24, 2000, with respect to the purchase of Ordinary Shares, Ps. 1 nominal value per share (the “Ordinary Shares”) of Banco Francés del Rio de la Plata S.A., an Argentine corporation (the “Company”). Terms not otherwise defined herein have the meanings assigned to them in the Schedule 13D.
Item 3. Source and Amount of Funds or Other ConsiderationThe response set forth in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information at the end thereto:
Since the most recent amendment to this 13D filed on February 24, 2000, BBVA acquired through open market purchases an additional 5,522,270 Ordinary Shares representing an additional 2.63% of the Company. These acquisitions were funded with internally generated funds.
Item 5. Interest in Securities of the Issuer.The response set forth in Item 5(a) of the Schedule 13D is hereby amended to read:
As a result of its acquisition of Ordinary Shares of the Company through open market transactions, BBVA beneficially owns, for the purpose of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, approximately 143,060,294 Ordinary Shares, representing approximately 68.24% of the outstanding equity of the Company.
Except as set forth in this Item 5(a), none of BBVA or any other person controlling BBVA beneficially owns any Shares.
The response set forth in Item 5(b) of the Schedule 13D is hereby amended to read:
As a result of the transactions described above, BBVA may be deemed pursuant to Rule 13d-3 to have the power to vote or to direct the vote, or to dispose or direct the disposition of, approximately 143,060,294 Ordinary Shares.
The response set forth in Item 5(c) of the Schedule 13D is hereby amended to read:
During the past sixty days, BBVA purchased an aggregate of 2,304,453 Ordinary Shares of the Company in the open market. The price per share for these Ordinary Shares was US$6.692.
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: December 22, 2000| BANCO BILBAO VIZCAYA ARGENTARIA, S.A. | |||
| By: | /s/ Raúl Santoro | ||
| Name: | Raúl Santoro | ||
| Title: | Authorized Representative | ||
| Banco Bilbao Vizcaya Argentaria, S.A. | |||
Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
The name and present principal occupation or employment of each of the directors and executive officers of Banco Bilbao Vizcaya Argentaria, S.A. are set forth below. All of the Directors and Executive Officers are citizens of Spain. The registered business address of each of the persons listed below is Plaza de San Nicolas 4, 48005 Bilbao, Spain.
| Directors | |
| Name | Principal Occupation |
| Emilio de Ybarra y Churruca | President |
| Francisco González Rodriguéz | President |
| Pedro Luis Uriarte Santamarina | Vice President |
| Gervasio Collar Zabaleta | Vice President |
| José Domingo Ampuero | Vice President |
| Jesús María Cainzos Fernández | Director |
| Eduardo Aguirre y Alonso Allende | Director |
| Juan Carlos Álvarez Mezquiriz | Director |
| Plácido Arango Arias | Director |
| Francisco Javier Aresti y Victoria de Lecea | Director |
| Ramón Bustamante y de la Mora | Director |
| José Caparrós Peréz | Director |
| Alfonso Cortina | Director |
| Juan Entrecanales Azcarate | Director |
| Oscar Fanjul Martín | Director |
| Ignacio Ferrero Jordi | Director |
| Javier Gálvez Montes | Director |
| Ramón de Icaca Zabálburu | Director |
| Luis Lezama Leguizamon | Director |
| José Llado Fernández Urrutia | Director |
| José Maldonado Ramos | Secretary |
| Gregorio Marañón y Bertrán de Lis | Director |
| Enrique Medina Fernández | Director |
| Ricardo Muguruza Garteiz | Director |
| Antonio Patrón Pedrera | Director |
| Alejandro Royo-Villanova Payá | Director |
| José María San Martin Espinós | Director |
| Jaume Tomás Sabaté | Director |
| Juan Urrutia Elejalde | Director |
| Andres Vilarniño Maura | Director |
| Fernando de Ybarra Lopez-D. | Director |
| Luis María de Ybarra y Zubiria | Director |
5 of 6
| Executive Officers (who are not directors) | |
| Name | Principal Occupation |
| José María Abril Pérez | General Manager |
| Luis Bastida Ibarguen | General Manager |
| José Luis Carranza Ortiz | General Manager |
| Javier Echenique Landiribar | General Manager |
| Mario Fernández Pelaz | General Manager |
| José Antonio Fernandez Rivero | General Manager |
| José Fonollosa García | General Manager |
| José Igancio Goirigolzarri Tellaeche | General Manager |
| José Ramón Guerediaga Mendiola | General Manager |
| Manuel Méndez del Río | General Manager |
| Federico Outón del Moral | General Manager |
| Gonzalo Terreros Ceballos | General Manager |
| Gregorio Villalabeitia Galarraga | General Manager |