sc13dza

0000950133-08-003268.txt : 20080929 0000950133-08-003268.hdr.sgml : 20080929 20080929164829 ACCESSION NUMBER: 0000950133-08-003268 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080929 DATE AS OF CHANGE: 20080929 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: R&G FINANCIAL CORP CENTRAL INDEX KEY: 0001016933 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 660532217 STATE OF INCORPORATION: PR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46753 FILM NUMBER: 081094928 BUSINESS ADDRESS: STREET 1: 280 JESUS T. PINERO AVE CITY: HATO REY, SAN JUAN STATE: PR ZIP: 00918 MAIL ADDRESS: STREET 1: 280 JESUS T PINERO AVE CITY: HATO REY, SAN JUAN STATE: PR ZIP: 00918 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GALAN VICTOR J CENTRAL INDEX KEY: 0001021534 STATE OF INCORPORATION: PR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 7877562924 MAIL ADDRESS: STREET 1: R & G FINANCIAL CORP STREET 2: 280 JESUS T PINERO AVENUE CITY: HATO REY SAN JUAN STATE: PR ZIP: 00918 SC 13D/A 1 w67442sc13dza.htm SC 13D/A sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 7)

R&G FINANCIAL CORPORATION

(Name of Issuer)

Class B Common Stock (par value $.01 per share)
(Title of Class of Securities)

749136107
(CUSIP Number)

Mr. Víctor J. Galán
c/o VIG Leasing, S.E.
VIG Tower
1225 Ponce de León Avenue, Suite 601
San Juan, PR 00907-3921
(787) 620-7902

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 18, 2008
(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 that 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 o.


CUSIP No.		749136107	13D (Amendment No. 7)	Page		2		of		6 Pages

NAMES OF REPORTING PERSONS

Victor J. Galán

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS

Not applicable.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Puerto Rico

SOLE VOTING POWER

NUMBER OF

21,559,584

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

21,559,584

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

21,559,584

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

42.1% (assuming the exchange of Mr. Galán’s Class A Common Stock into Class B Common Stock)

TYPE OF REPORTING PERSON

Item 1. Security and Issuer

The Amendment No. 7 to Schedule 13D, dated September 29, 2008 (this “Amendment”), is being filed by Victor J. Galán (“Mr. Galán” or the “Reporting Person”) and relates to shares of Class B Common Stock (par value $.01 per share) (“Class B Common Stock”) of R&G Financial Corporation (the “Issuer”). The Issuer’s principal executive offices are located at 280 Jesús T. Pinero Avenue, San Juan, Puerto Rico 00918. This Amendment amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by the Reporting Person on August 27, 1996 (the “Initial 13D”), as amended through Amendment No. 6 to the Initial 13D filed with the SEC by the Reporting Person on February 13, 2004 (together, the “Schedule 13D”).

Item 2. Identity and Background

Items 2(b) and (c) of the Schedule 13D are hereby amended as follows:

(b) and (c) Mr. Víctor J. Galán, Partner, VIG Leasing, S.E., VIG Tower, 1225 Ponce de León Avenue, Suite 601 San Juan, PR 00907-3921.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:

On December 17, 2007, the Issuer announced that it was exploring its strategic options and that Keefe, Bruyette & Woods, Inc. had been retained by the Issuer and that Sandler O’Neill + Partners, L.P. had been retained by the Strategic Capital Committee (the “Committee”) of the Issuer to assist the Issuer. The Committee believed it important to have Mr. Galán participate in that process and, as part of that process, possibly receive confidential and/or privileged documents and information relating to that process and be involved in confidential conversations and discussions with the Committee, Issuer personnel and with the Issuer’s lawyers and advisors. Accordingly, Mr. Galán and the Issuer entered into a letter agreement, dated February 18, 2008 (the “Letter Agreement”), pursuant to which Mr. Galán made certain commitments to maintain in confidence confidential and/or privileged documents and information relating to the Issuer’s process or information from confidential conversations and discussions with the Committee, Issuer personnel and the Issuer’s lawyers and advisors and not to use that confidential information in a transaction involving the sale of his shares of the Issuer’s common stock or related to a business combination of the Issuer, including but not limited to a merger transaction, (a) without first notifying the Committee, and (b) in a manner which could be contrary to his fiduciary duties or other applicable corporate and securities laws. Additionally, Mr. Galán agreed to not pursue a transaction involving the sale of his shares of the Issuer’s common stock or seek a business combination of the Issuer until a recommendation is made by the Committee to the Board of Directors of the Issuer in connection with a proposed transaction under its consideration.

Mr. Galán intends to review his investment in the Issuer and expects to consider and evaluate on a continuing basis his options with respect to his investment in the Issuer, which, subject to the Letter Agreement, may relate to or could result in the transactions or changes contemplated by Items 4(a) through 4(j) of Schedule 13D.

Subject to applicable law and the receipt of any necessary waivers or consents under the Letter Agreement, and any actions which may be taken or may be proposed to be taken by the Board of Directors of the Issuer of which Mr. Galán continues to serve as a member, Mr. Galán reserves the right to formulate plans and/or make proposals, and take such actions with respect to his investment in the Issuer, including to (i) hold his securities as a passive investor or as an active investor (whether or not as a member of a “group” with other beneficial owners of securities or otherwise), (ii) acquire beneficial ownership of additional securities in the open market, in privately negotiated transactions or otherwise, (iii) dispose of all or part of his holdings of securities, (iv) take other actions which could involve one or more of the types of transactions or have one or more of the results described in this Item 4, or (v) change his intention with respect to any or all of the matters referred to in this Item 4. Mr. Galán may communicate with the Issuer, other shareholders or third parties regarding the Issuer and available strategic alternatives.

Although the foregoing reflects potential activities by Mr. Galán with respect to the Issuer and its securities, the foregoing is subject to change at any time, and there can be no assurance that Mr. Galán will take any of the actions referred to above or participate in a group that will take any of the actions referred to above.

Except as set forth in the Schedule 13D as amended by this Amendment or as would occur as a result of any of the actions referred to in this Amendment, Mr. Galán does not have any present plan or proposal which would relate to or result in

any of the matters set forth in subparagraphs (a) — (j) of Item 4 of Schedule 13D (excluding actions which may be taken or may be proposed to be taken by the Board of Directors of the Issuer of which Mr. Galán continues to serve as a member).

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

Mr. Galán beneficially owns 21,559,584 shares of Class B Common Stock assuming the exchange of his 21,559,584 shares of Class A Common Stock (par value $.01 per share) (“Class A Common Stock”). Shares of Class A Common Stock have two votes per share and are exchangeable into shares of Class B Common Stock at the option of the holder. Although the Issuer’s Annual Report on Form 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 2004, as filed with the SEC on November 2, 2007 (the “10-K/A”), there were 29,572,120 shares of Class B Common Stock outstanding as of February 28, 2005, based on information provided by the Issuer, Mr. Galán believes there currently are 29,625,180 outstanding shares of Class B Common Stock. The 21,559,584 shares of Class B Common Stock beneficially owned by Mr. Galán represent approximately 42.1% of the outstanding shares of Class B Common Stock assuming the shares of Class A Common Stock beneficially owned by Mr. Galán were exchanged for shares of Class B Common Stock. In addition, based on the foregoing, the shares of Class A Common Stock owned by Mr. Galán represent approximately 59.3% of the votes generally entitled to be cast at a meeting of the Issuer’s shareholders. Mr. Galán has sole voting and dispositive power with respect to all of the shares of Class B Common Stock he beneficially owns.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows:

Mr. Galán and the Issuer entered into the Letter Agreement to permit Mr. Galán to attend meetings of the Committee. Pursuant to the Letter Agreement, Mr. Galán made certain commitments to maintain in confidence confidential and/or privileged documents and information relating to the Issuer’s process or information from confidential conversations and discussions with the Committee, Issuer personnel and the Issuer’s lawyers and advisors and not to use that confidential information in a transaction involving the sale of his shares of the Issuer’s common stock or related to a business combination of the Issuer, including but not limited to a merger transaction, (a) without first notifying the Committee, and (b) in a manner which could be contrary to his fiduciary duties or other applicable corporate and securities laws. Additionally, Mr. Galán agreed to not pursue a transaction involving the sale of his shares of the Issuer’s common stock or seek a business combination of the Issuer until a recommendation is made by the Committee to the Board of Directors of the Issuer in connection with a proposed transaction under its consideration.

The summary of the Letter Agreement set forth in Item 4 and this Item 6 does not purport to be a complete description of the Letter Agreement and is qualified in its entirety by reference to the copy of the Letter Agreement filed herewith as Exhibit 2 to this Amendment.

Item 7. Material to Be Filed as Exhibits


Exhibit No.		Description
2		Letter Agreement, dated February 18, 2008, between the Issuer and the Reporting Person.

SIGNATURE

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.

Date: September 29, 2008



By:	/s/ Victor J. Galán
Name:		Victor J. Galán

EXHIBIT INDEX


Exhibit No.		Description

2		Letter Agreement, dated February 18, 2008, between the Issuer and the Reporting Person.

EX-99.2 2 w67442exv99w2.htm EXHIBIT 2 exv99w2

[R&G Financial
Corporation Letterhead]

February 18, 2008

Mr. Víctor J. Galán
San Juan, PR

Re: Project Commonwealth

Dear Víctor:

As you know, R&G Financial Corporation (“we” or the “Company”) has retained Keefe, Bruyette & Woods, Inc. and the Strategic Capital Committee of the Board of Directors of the Company (the “Committee”) has retained Sandler O’Neill + Partners, L.P. to evaluate various strategic alternatives. At this time, we refer to this process as “Project Commonwealth.” The Committee believes it is important to have you participate in the Project Commonwealth process. You may therefore receive confidential and/or privileged documents and information relating to Project Commonwealth and may also be involved in confidential conversations and discussions, with the Committee, Company personnel and with our lawyers and advisors (such documents, information and conversations, the “Confidential Information”). However, Confidential Information does not include information which (a) is or becomes generally available to the public other than as a result of a disclosure by you or your advisors or representatives; or (b) becomes available to you on a non-confidential basis from a person, other than the Company, any of its directors, officers or employees, or the Committee, who you have reason to believe is not bound by a confidentiality agreement with the Company or is not otherwise prohibited from transmitting the information to you, it being understood and agreed, however, that you are aware of the identities of the parties that have executed confidentiality agreements with the Company as of the date hereof.

Project Commonwealth is subject to strict confidentiality rules. For this reason, you agree to keep confidential and not disclose to any person, directly or indirectly, without express authorization from the Committee, any Confidential Information, including the fact that discussions or negotiations are taking place concerning a potential transaction with the Company, or any of the terms, conditions or other facts with respect to any such potential transaction and the status thereof or the fact that Confidential Information has been made available to you; provided, however, that you may make available such Confidential Information to your legal and financial advisors if such Confidential Information is necessary for the purpose of advising you in the Project Commonwealth process (it being understood that prior to such disclosure your advisors will be informed of the confidential nature of the Confidential Information and shall agree to be bound by the terms of this letter). Notwithstanding the foregoing, you may disclose the Confidential Information if disclosure is required by law, regulation and/order issued by any court or administrative agency.

RG PLAZA BUILDING, 280 JESUS T. PINIRO AVE., HATO REY, RR. 00918, PO BOX 362394, SAN JUAN, PR 00936-2394 I TELS. (787) 758-2424 -^.766-6666 / FAX (787) 766-8175

You understand that any misuse or disclosure by you or your advisors of Confidential Information may result in irreparable harm to the Company and its shareholders. Any such disclosure may also violate Puerto Rico and Federal statutes, including rules of the U.S. Securities and Exchange Commission.

In consideration of your receipt of the Confidential Information, you also agree that you will not use the Confidential Information, directly or indirectly, in a transaction involving the sale of your shares of the Company’s common stock or related to a business combination of the Company, including but not limited to a merger transaction, (a) without first notifying the Committee; and (b) in a manner which would be contrary to: (i) your fiduciary duties of care, loyalty and good faith to the Company and its shareholders; (ii) insider trading provisions of state and federal securities laws and regulations; or (iii) other applicable corporate and securities laws and regulations. In addition, prior to the date in which a recommendation is made by the Committee to the Board of Directors of the Company in connection with a proposed transaction under its consideration, you agree not to pursue a transaction involving the sale of your shares of the Company’s common stock or seek a business combination of the Company. You further agree that you will promptly inform the Committee of any and all unsolicited proposals you may receive in connection with a transaction involving the sale of your shares of the Company’s common stock or related to a business combination of the Company.

In addition, you hereby acknowledge that you are aware that the United States securities laws prohibit any person who has material, non-public information concerning the matters which are the subject of Project Commonwealth from purchasing or selling securities of the Company or any third party with whom we may hold discussions (and options, warrants and rights relating thereto) and from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

Please confirm your acceptance of the terms of this letter by signing it in the space provided below. If you have any questions in relation to this matter, please refer them to Mr. Juan Agosto Alicea, Chairman of the Board and the Committee.


	Very truly yours,
	/s/ Juan Agosto Alicea
	Juan Agosto Alicea
	Chairman of the Board and Chairman of the Strategic Capital Committee


Accepted and agreed to as of the date first written above:
/s/ Víctor J. Galán Víctor J. Galán