8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

June 7, 2002

(Date of earliest event reported)

R&G FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Puerto Rico	0-22137	66-0532217
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

280 Jesús T. Pinero Ave., Hato Rey, San Juan, Puerto Rico	00918
(Address of principal executive offices)	(Zip Code)

(787) 758-2424

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

TABLE OF CONTENTS

Item 5. OTHER EVENTS
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
	Exhibit 99.1 Amendment No. 3 dated June 6, 2002
	Exhibit 99.2 Press Release dated June 7, 2002
SIGNATURE
Amend. No.3 to Agreement & Plan of Reorganization
Press Release

Item 5. OTHER EVENTS

     On June 7, 2002, R&G Financial Corporation (the “Company”), announced that it had completed the acquisition of The Crown Group, Inc., a Florida corporation (“Crown”), and its wholly owned savings bank subsidiary, Crown Bank, a Federal Savings Bank (“Crown Bank”), pursuant to the terms of the Agreement and Plan of Reorganization dated December 19, 2001, as amended (the “Agreement”), entered into by the Company, its wholly owned subsidiary, R&G Acquisition Holdings Corporation, a Florida corporation, Crown and Crown Bank (the “Acquisition”).  Attached hereto as Exhibit 99.1 is an amendment to the Agreement entered into on June 6, 2002, in connection with the closing of the transaction. Attached hereto as Exhibit 99.2 is the press release issued by the Company announcing the completion of the Acquisition.

Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (a)      Not applicable.

     (b)      Not applicable.

     (c)      The following exhibits are included with this Report:

Exhibit 99.1 Amendment No. 3 dated June 6, 2002 to the Agreement and Plan of Reorganization dated December 19, 2001, as amended, by and among R&G Financial, R&G Acquisition Holdings Corporation, The Crown Group, Inc. and Crown Bank, a Federal Savings Bank.

Exhibit 99.2 Press Release dated June 7, 2002.

SIGNATURE

     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 thereunto duly authorized.

	R&G FINANCIAL CORPORATION
	By:	/s/  Joseph R. Sandoval
		Joseph R. Sandoval
		Chief Financial Officer
Date: June 7, 2002.

EX-99.1

                                                                    EXHIBIT 99.1


             AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF REORGANIZATION

         This AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF REORGANIZATION, dated as
of June 6, 2002 (the "Amendment"), by and among R&G FINANCIAL CORPORATION, a
Puerto Rico corporation ("R&G"), R&G ACQUISITION HOLDINGS CORPORATION, a Florida
corporation and wholly-owned subsidiary of R&G ("Holdings"), THE CROWN GROUP,
INC. a Florida corporation (the "Group"), and CROWN BANK, A Federal Savings Bank
(the "Bank" and together with R&G, Holdings and Group, the "Parties").
Capitalized terms not otherwise defined herein shall have the meaning as set
forth in the original Agreement.

         WHEREAS, the Parties entered into an Agreement and Plan of
Reorganization, dated as of December 19, 2001 and as amended by amendments to
the Agreement dated as of January 31, 2002 and February 27, 2002 (collectively,
the "Agreement");

         WHEREAS, the Parties hereto wish to modify and amend the Agreement as
set forth herein in connection with the closing of the transactions contemplated
by the Agreement.

         NOW, THEREFORE, in consideration of the premises, covenants and
agreements hereinafter set forth, the Parties hereto agree as follows:

SECTION 1. AMENDMENT OF ARTICLE I OF THE AGREEMENT.

                  The definition of "Merger Consideration" in Article I of the
Agreement is hereby amended and restated in its entirety to read as follows:

            "Merger Consideration" shall mean an aggregate of One
            Hundred Million Dollars ($100,000,000.00) in cash,
            into which shares of Group Common Stock shall be
            converted in the Merger pursuant to Section 2.6(c)
            hereof.

SECTION 2. AMENDMENT TO SECTION 3.1 OF THE AGREEMENT.

                  A new last sentence is added to Section 3.1 of the Agreement
to read in its entirety as follows:

                  As of the date of this Amendment, there were no Group Options
                  outstanding.

SECTION 3. AMENDMENT OF SECTION 5.13 OF THE AGREEMENT.

                  (a)      Section 5.13(a) of the Agreement is amended through
the amendment and restatement of Schedule 5.13(a) thereunder, a copy of which is
attached as Exhibit A hereto.

                  (b)      Section 5.13(b) of the Agreement is amended and
restated in its entirety to read as follows:


                                       1


                           (b)      Prior to this Amendment, Group has caused
                  the assets identified in Schedule 5.13(b) hereto to be sold
                  for cash proceeds of One Million, Six Hundred Sixty Thousand,
                  Eight Hundred Ninety Three Dollars and 25/100 ($1,660,893.25)
                  (the "Section 5.13(b) Proceeds"). As of the Effective Time,
                  R&G or Group shall distribute to the LLC on behalf of the
                  holders of Group Common Stock cash in the amount of One
                  Hundred Thousand Dollars ($100,000.00) and R&G shall cause the
                  Surviving Corporation to retain the balance of the Section
                  5.13(b) Proceeds, which is One Million, Five Hundred Sixty
                  Thousand, Eight Hundred Ninety Three Dollars and 25/100
                  ($1,560,893.25). The LLC agrees to indemnify R&G and Group for
                  any Tax imposed in connection with the sales of assets that
                  have been made pursuant to this Section 5.13(b), which may be
                  satisfied by any amounts due to the LLC pursuant to Section
                  5.13(c) hereof.

                  (c)      Section 5.13(c) of the Agreement is amended and
restated in its entirety to read as follows:

                           (c)(1)   Subject to Section 5.13(c)(2) hereof, it is
                  expected that Group will write-down the value of its
                  investment in Fortune Financial, Inc. ("FFI") for both
                  accounting and Tax purposes as of December 31, 2001. Group
                  expects that the amount of such write-down for federal income
                  Tax purposes will equal or exceed that amount which, if such
                  write-down had not occurred, would have been its taxable
                  income for purposes of computing its federal income Tax
                  liability for the year ended December 31, 2001. R&G agrees to
                  pay (the "Initial Additional Payment"), an amount equal to (x)
                  the excess of (A) Group's federal income Tax liability for the
                  year ended December 31, 2001 computed as if Group had not
                  written-down the value of its investment in FFI over (B)
                  Group's federal income Tax liability for the year ended
                  December 31, 2001 as actually computed, reduced by (y) any Tax
                  cost to Group or R&G resulting from such write-down, plus the
                  reasonable costs and expenses incurred in the analysis and
                  preparation of requirements of this Section 5.13(c). The
                  Initial Additional Payment, if any, shall be due and shall be
                  payable to the LLC on behalf of the holders of Group Common
                  Stock promptly after Group's federal income Tax Return for the
                  year ended December 31, 2001 is filed. In addition, R&G agrees
                  to make as an additional payment (a "Subsequent Additional
                  Payment"), an amount equal to any refund of federal income Tax
                  actually realized by Group with respect to Tax years of Group
                  ending prior to December 31, 2001 that is realized due to a
                  carryback of any portion of the write-down of FFI. Any
                  Subsequent Additional Payment shall be due and payable to the
                  LLC on behalf of the holders of Group Common Stock promptly
                  upon receipt of such refund. The computation and determination
                  of the Initial Additional Payment and any Subsequent
                  Additional Payment shall be made solely by R&G in good faith,
                  which such determination shall be final absent manifest error,
                  provided that upon request from the LLC, R&G agrees that


                                       2


                  it will make available to the LLC the method of making such
                  computation and determination, provided further that nothing
                  in this Agreement shall require R&G to make available its or
                  any of its affiliates' Tax Returns to the LLC. If, subsequent
                  to the payment of the Initial Additional Amount or any
                  Subsequent Additional Amount, any portion of the write-down is
                  successfully challenged by the IRS (which such challenge shall
                  be controlled by R&G), the LLC shall pay to R&G an amount,
                  computed on an after-tax basis, equal to the sum of (x) the
                  amount of any Tax assessed as a result of such challenge,
                  including any interest and penalties thereon, plus (y) the
                  reasonable costs and expenses (including attorney's fees)
                  incurred in connection with such challenge; provided, however,
                  that R&G shall consult with the LLC prior to taking any action
                  in response to such challenge.

                           (c)(2)   Notwithstanding anything herein to the
                  contrary, including specifically the payment obligation of R&G
                  to make to the LLC, first, the Initial Additional Payment and
                  if applicable, the Subsequent Additional Payment, each as
                  specified in Section 5.13(c)(1) hereto, the Initial Additional
                  Payment as calculated aforesaid and, if necessary, the
                  Subsequent Additional Payment, shall be reduced by the amount
                  of One Million Three Hundred Forty Two Thousand, Eight Hundred
                  Eighty One Dollars ($1,342,881.00). R&G shall be under no
                  obligation to make any such payment to the LLC pursuant to
                  Section 5.13(c)(1) unless and until it has first realized a
                  Federal Tax benefit in the amount set forth in the immediately
                  preceding sentence.

SECTION 4. AMENDMENT OF SECTION 6 OF THE AGREEMENT.

                  (a)      The language of Section 6.3(j) of the Agreement is
amended and restated in its entirety to read as follows:

                           (j)      Group (on an unconsolidated basis) shall
                  have cash of not less than Five Million Seven Hundred Sixty
                  Thousand, Eight Hundred Ninety Three Dollars and 25/100
                  ($5,760,893.25) (which takes into consideration the prior
                  transfer by Group to the Bank of Six Million and Eight Hundred
                  Thousand Dollars ($6,800,000), the payment of the One Million
                  Dollars ($l,000,000) payable to Keefe Bruyette & Woods and the
                  monies retained by Group pursuant to Section 5.13(b) hereof
                  ($1,560,893.25).

                  (b)      Section 6.3(r) of the Agreement is hereby deleted in
its entirety.


                                       3


SECTION 5. MISCELLANEOUS.

                  (a)      The Agreement is incorporated herein by reference.

                  (b)      Except as otherwise set forth herein, the Agreement,
as amended hereby, shall remain in full force and effect and the Parties shall
have all the rights and remedies provided thereunder with the same force and
effect as if the Agreement were restated herein in its entirety.

                  (c)      The provisions hereof shall be binding upon and inure
to the benefit of the Parties and their respective executors, heirs, personal
representatives, successors and assigns.

                  (d)      This Amendment may be executed and delivered in
several counterparts with the intention that all such counterparts, when taken
together, constitute one and the same instrument.


                                      * * *


                                       4


         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.


                                                   
R&G FINANCIAL CORPORATION                             R&G ACQUISITION HOLDINGS
                                                          CORPORATION



By: /s/ Victor J. Galan                               By: /s/ Victor J. Galan
    --------------------------------------------          --------------------------------------------
    Name:  Victor J. Galan                                Name:  Victor J. Galan
    Title: Chairman and Chief Executive Officer           Title: Chairman and Chief Executive Officer


THE CROWN GROUP, INC.                                 CROWN BANK, A FEDERAL SAVINGS BANK




By: /s/ John A. Koegel                                By: /s/ John A. Koegel
    --------------------------------------------          --------------------------------------------
    Name:  John A. Koegel                                 Name:  John A. Koegel
    Title: President and Chief Executive Officer          Title: President and Chief Executive Officer




                                       5


                                    EXHIBIT A


                                       6


                                SCHEDULE 5.13(A)

        ASSETS OF GROUP TO BE TRANSFERRED TO LLC PRIOR TO EFFECTIVE TIME


         (i)      Cash Proceeds from the sale of Stock in Metro Savings Bank in
                  the amount of $42,000.00;

         (ii)     Investment in Fortune Financial, Inc.;

         (iii)    Note Receivable--$240,000 from Carrisbrook Properties;

         (iv)     Security Deposit - Stoneleigh Financial Corporation;

         (v)      F MACT 1997cb (CMO B tranche -- CUSIP # 302471bj5);

         (vi)     REO of Group (only) - as described in Schedule A hereto;

         (vii)    F MACT 1997bb - CUSIP #302471ba4;

         (viii)   F MACT 1998ab - CUSIP #302471br7; and

         (ix)     GNMA IO strip - CUSIP #3837rrX9.


                                       7

EX-99.2

                                                                    EXHIBIT 99.2


                                  PRESS RELEASE

FOR RELEASE:      Immediately

CONTACT:          Victor J. Galan
                  Chairman and Chief Executive Officer
                  (787) 766-8301


R&G FINANCIAL CORPORATION ANNOUNCES COMPLETION OF ACQUISITION OF FLORIDA-BASED
THE CROWN GROUP, INC. AND CROWN BANK, A FEDERAL SAVINGS BANK

San Juan, Puerto Rico -June 7, 2002 - R&G Financial Corporation ("R&G") (Nasdaq:
RGFC) announced today the closing of the acquisition of The Crown Group, Inc., a
Florida corporation ("Crown"), and its wholly owned savings bank subsidiary,
Crown Bank, a Federal Savings Bank ("Crown Bank"). This acquisition brings R&G's
successful banking franchise in Puerto Rico to Florida. Crown, which is
headquartered in the Orlando metropolitan area, had consolidated assets of $664
million, deposits of $461 million and consolidated stockholders' equity of $64
million as of March 31, 2002. As of such date, Crown Bank also had a servicing
portfolio of approximately $3.0 billion. Crown Bank has 14 full service branch
offices located in the Tampa/St. Petersburg/Clearwater and Orlando metropolitan
areas, which are vibrant markets that have been characterized by high household
incomes, low unemployment and a strong economy.

         Under the terms of the Agreement and Plan of Reorganization dated
December 19, 2001, as amended, holders of Crown common stock received an
aggregate of $100.0 million in cash.

         Victor J. Galan, Chairman and Chief Executive Officer of R&G, stated
"We are very excited about the acquisition of Crown. This acquisition allows us
to replicate our successful Puerto Rico business model in Florida and positions
R&G to gain significant market share in Central Florida, particularly Orlando,
and the western coast of Florida, areas of large Hispanic (particularly Puerto
Rican) populations and where R&G Financial has name recognition. This
acquisition, which is anticipated to be immediately accretive to earnings per
share, allows us to build a strong platform for further expansion in Florida and
continue our strategy of growing our banking and mortgage banking operations,
while providing lower cost of deposit funding than generally available in Puerto
Rico. This acquisition will also facilitate better integration of our existing
U.S.-based mortgage banking subsidiary, Continental Capital Corporation, which
should contribute to a further penetration of the Florida lending market in
which Crown Bank operates, as well as in the New York and North Carolina markets
in which Continental Capital currently operates."

         John A. Koegel, President and Chief Executive Officer of Crown, added
"We are excited about our future prospects with R&G. R&G is committed to
continuing the Crown tradition of community banking excellence for our customers
and the communities we serve."


         R&G Financial, currently in its 30th year of operations, is a
diversified financial holding company with operations in Puerto Rico and the
United States providing banking, mortgage banking, investments, consumer finance
and insurance through its wholly-owned subsidiaries: R-G Premier Bank of Puerto
Rico, one of the fastest growing commercial banks in Puerto Rico, R&G Mortgage
Corporation, the second largest residential mortgage loan originator and
servicer in Puerto Rico, Mortgage Store of Puerto Rico, Inc., a subsidiary of
R&G Mortgage, Continental Capital Corp., R&G Financial's New York and North
Carolina based mortgage banking subsidiary, Home & Property Insurance Corp., a
Puerto Rico Insurance agency, and R-G Investments Corporation, R&G Financial's
Puerto Rico broker-dealer. At March 31, 2002 the Company had $4.8 billion of
total assets and $534.4 million of stockholders' equity and a servicing
portfolio of $7.3 billion.

         Statements contained in this news release that are not historical facts
may constitute forward-looking statements (within the meaning of Section 21E of
the Securities Exchange Act of 1934) which involve significant risks and
uncertainties. Actual results may differ materially from the results discussed
in these forward-looking statements. These and other factors could adversely
affect the outcome and financial effects of the plans and events described
herein.