SBP Santander Bancorp (Holding CO)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of

the Securities Exchange Act of 1934

(Amendment No. 2)

SANTANDER BANCORP

(Name of Subject Company (Issuer))

ADMINISTRACION DE BANCOS LATINOAMERICANOS

SANTANDER, S.L.

(Offeror)

an indirect wholly owned subsidiary of

BANCO SANTANDER, S.A.

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer and other person))

Common Stock, Par Value $2.50 Per Share

(Title of Class of Securities)

802809103

(Cusip Number of Class of Securities)

Juan Andrés Yanés

Banco Santander, S.A.

45 East 53 ^rd Street

New York, New York 10022

(212) 350-3481

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer. x

This Amendment No. 2 amends and supplements the Tender Offer Statement and Rule 13E-3 Transaction Statement originally filed under cover of Schedule TO on June 24, 2010 (as previously amended, the “ Schedule TO ”). The Schedule TO relates to the offer by Administración de Bancos Latinoamericanos Santander, S.L. (the “ Purchaser ”), organized under the laws of the Kingdom of Spain and an indirect wholly owned subsidiary of Banco Santander, S.A. (“ Banco Santander ”), organized under the laws of the Kingdom of Spain, to purchase all outstanding shares of common stock, par value $2.50 per share (the “ Shares ”), of Santander BanCorp, a Commonwealth of Puerto Rico corporation (the “ Company ”), not owned by Administración de Bancos Latinoamericanos Santander, S.L. at $12.69 per Share, net to the seller in cash, without interest and less applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 24, 2010 (the “ Offer to Purchase ”), and in the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which, together with any amendments or supplements thereto, collectively constitute the “ Offer ”).

All capitalized terms used in this Amendment No. 2 without definition have the meanings ascribed to them in the Schedule TO.

The items of the Schedule TO set forth below are hereby amended and supplemented as follows:

Items 1 through 9, 11 and 13.

Items 1 through 9, 11 and 13 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:

“On July 23, 2010, Banco Santander announced that Purchaser completed the Offer. The offering period expired at 12:00 midnight, New York City time on July 22, 2010. A total of approximately 3,660,936 Shares (including 93,058 Shares tendered by notice of guaranteed delivery) were validly tendered in the Offer, representing approximately 7.8% of the outstanding Shares. Together with the 90.6% of the Shares already held by Purchaser, Purchaser now holds a total of approximately 45,902,274 Shares or 98.4% of the 46,639,104 Shares. Purchaser has accepted for payment all tendered Shares.

Administración de Bancos Latinoamericanos Santander, S.L. intends to promptly acquire the remaining publicly held Shares through a short-form merger under Puerto Rico law with the completion of the merger anticipated to occur on or about July 29, 2010. As a result of the merger, any remaining Shares will be cancelled pursuant to the merger in consideration for the same offer price of $12.69 cash paid in the Offer, without interest and less any required withholding taxes (other than Shares for which appraisal rights are validly exercised under Puerto Rico law).

The press release announcing the results of the Offer is attached hereto as Exhibit (a)(5)(iv).”

Item 12.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

“(a)(5)(iv)             Press Release issued by Banco Santander dated July 23, 2010.”

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: July 23, 2010

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