SEC Comment Letter for Banco Santander, S.A. (SAN, BCDRF) (CIK 0000891478) (SAN) — Aug 30, 2006
Banco Santander, S.A. (SAN, BCDRF) (CIK 0000891478)
Date: Aug. 30, 2006 · CIK: 0000891478 · Accession: 0000000000-06-042037
AI Filing Summary & Sentiment
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August 30, 2006
Via U.S. Mail and Facsimile
Alfredo Saenz
Chief Financial Officer
Banco Santander Central Hispano, S.A.
Ciudad Grupo Santander
28660 Boadilla del Monte
Madrid, Spain
RE: Banco Santander Central Hispano, S.A.
Form 20-F for the fiscal year ended December 31, 2005
File No. 1-12518
Dear Mr. Saenz:
We have limited our review of your Form 20-F for the fiscal
year ended December 31, 2005, to disclosures relating to your
contacts with countries that have been identified as state
sponsors
of terrorism. Our review with respect to this issue does not
preclude further review by the Assistant Director group with
respect
to other issues. At this juncture, we are asking you to provide
us
with supplemental information, so that we may better understand
your
disclosure. Please be as detailed as necessary in your response.
After reviewing this information, we may raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General -
1. We note that your website lists a representative office in
Iran.
Iran is identified by the U.S. State Department as a state sponsor
of
terrorism, and is subject to U.S. economic sanctions. Please
describe for us the extent and nature of your past, current, and
anticipated contacts with Iran, whether through subsidiaries,
affiliates, material investments, or other direct or indirect
arrangements. Discuss financing and/or other services provided
to,
and other contacts with, the Iranian government, including
government-owned or controlled entities, as well as with private
parties. Please also describe any potential or actual financing,
or
services or products provided, related to dual use or military use
products.
2. Discuss for us the materiality to you of your contacts with
Iran,
and whether those contacts constitute a material investment risk
for
your security holders. Please address materiality in quantitative
terms, including the dollar amounts of any associated assets and
liabilities, and revenues. Please also address materiality in
terms
of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the
potential
impact of corporate activities upon a company`s reputation and
share
value.
We note, for example, that Arizona and Louisiana have adopted
legislation that requires their state retirement systems to
prepare
reports regarding state pension fund assets invested in, and/or
permits divestment of state pension fund assets from, companies
that
do business with U.S.-designated state sponsors of terrorism. The
Pennsylvania legislature has adopted a resolution directing its
Legislative Budget and Finance Committee to report annually to the
General Assembly regarding state funds invested in companies that
have ties to terrorist-sponsoring countries. The Missouri
Investment
Trust has established an equity fund for the investment of certain
state-held monies that screens out stocks of companies that do
business with U.S.-designated state sponsors of terrorism. Your
materiality analysis should address the potential impact of the
investor sentiment evidenced by such actions directed toward
companies that operate in Iran.
Closing Comments
Please respond to this comment within 10 business days or
tell
us when you will provide us with a response. Please file your
response letter on EDGAR.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comment, please
provide,
in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filings; and
the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filings or in response
to
our comments on your filings.
Please understand that we may have additional comments after
we
review your response to our comment. Please contact Jack
Guggenheim
at (202) 551-3523 if you have any questions about the comment or
our
review. You may also contact me at (202) 551-3470.
Sincerely,
Cecilia D. Blye, Chief
Office of Global Security
Risk
cc: Todd Schiffman
Donald Walker
Division of Corporation Finance
Alfredo Saenz
Banco Santander Central Hispano, S.A.
August 30, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546
DIVISION OF
CORPORATION FINANCE
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