-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HnwoHe6/URmErdNBBA3XRtZ03H44Bl/0RdmRe8wrg0wR5lQzg1YmWfxOB5Jy7zYY BdTmyZALs5Q+Se8mkW1wIA== 0000950144-07-007288.txt : 20070806 0000950144-07-007288.hdr.sgml : 20070806 20070806172720 ACCESSION NUMBER: 0000950144-07-007288 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070731 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070806 DATE AS OF CHANGE: 20070806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST BANCORP /PR/ CENTRAL INDEX KEY: 0001057706 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 660561882 STATE OF INCORPORATION: PR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14793 FILM NUMBER: 071028860 BUSINESS ADDRESS: STREET 1: 1519 PONCE DE LEON AVE STREET 2: SANTUREE CITY: SAN JUAN STATE: PR ZIP: 00908 BUSINESS PHONE: 7877298200 MAIL ADDRESS: STREET 1: 1519 PONCE DE LEON AVE CITY: SAN JUAN STATE: PR ZIP: 00908 8-K 1 g08796e8vk.htm FIRST BANCORP. FIRST BANCORP.
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
Form 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 31, 2007
FIRST BANCORP.
(Exact Name of Registrant as Specified in its Charter)
 
001-14793
(Commission File Number)
     
Puerto Rico
(State or Other Jurisdiction
of Incorporation)
  66-0561882
(I.R.S. Employer
Identification No.)
1519 Ponce de Leon
San Juan, Puerto Rico 00908-0146
(Address of Principal Executive Offices) (Zip Code)
(787) 729 8200
(Registrant’s Telephone Number, including Area Code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 5.02   Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(d) On July 31, 2007, the Board of Directors (the “Board”) of First BanCorp (the “Corporation”) appointed Messrs. Hector M. Nevares and Frank Kolodziej to two vacant seats on the Corporation’s Board resulting from the expansion of the Board from nine to eleven members. The Board determined that Messrs. Nevares and Kolodziej are independent, as defined by the New York Stock Exchange (“NYSE”), the Securities and Exchange Commission (“SEC”) and the Corporation’s Independence Principles for Directors. Messrs. Nevares and Kolodziej will serve a term from July 31, 2007 until the 2007 annual meeting of the stockholders of the Corporation to be held on October 31, 2007. The Board intends to nominate as directors Messrs. Nevares and Kolodziej for a three year term in the Corporation's 2007 Proxy Statement.
Hector Nevares is currently a member of the Board of Directors of Dean Foods Company, where he also serves on the Audit Committee. He was the President and Chief Executive Officer of Suiza Dairy, a Puerto Rico dairy processor, from June 1983 until September 1996, having served in additional executive capacities at Suiza Dairy since June 1974. Mr. Nevares was named to the Audit Committee of the Board.
For the last 30 years, Frank Kolodziej has been the President and Chief Executive Officer of Somascan, a group of eight companies dedicated to the imaging business in Puerto Rico and the Caribbean. Mr. Kolodziej was named to the Compensation and Benefits Committee of the Board.
Messrs. Nevares and Kolodziej will receive directors fees consistent with the Corporation's policies.
Item 8.01 Other Events.
On August 3, 2007, the Corporation issued a press release which announced that the Corporation’s Board of Directors has declared the next payment of dividends on First BanCorp’s Series A through E Preferred Shares. A copy of the press release is incorporated herein by reference from Exhibit 99.1.
On August 6, 2007, the Corporation issued a press release which announced that on August 1, 2007, the United States District Court for the District of Puerto Rico issued a “Preliminary Order” approving the stipulation of settlement filed in connection with the proposed settlement of the class action lawsuit brought on behalf of First BanCorp’s shareholders against the Corporation in the amount of $74.25 million. The Corporation reflected in its financial statements for 2005 an accrual of $74.25 million for the potential settlement of the class action lawsuit; therefore, the payments in settlement of the class action lawsuit will have no impact on earnings and capital of the Corporation in 2007. A copy of the press release is incorporated herein by reference from Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
     
Exhibit No.   Description
99.1
  Press Release dated August 3, 2007
 
   
99.2
  Press Release dated August 6, 2007

 


 

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 hereunto duly authorized.
             
Date: August 6, 2007   FIRST BANCORP    
 
           
 
  By:   /s/ Lawrence Odell    
 
           
 
  Name:   Lawrence Odell    
 
  Title:   Executive Vice President and General Counsel    

 


 

Exhibit Index
     
Exhibit No.   Description
99.1
  Press Release dated August 3, 2007
 
   
99.2
  Press Release dated August 6, 2007

 

EX-99.1 2 g08796exv99w1.htm EX-99.1 PRESS RELEASE DATED AUGUST 3, 2007 EX-99.1 PRESS RELEASE DATED AUGUST 3, 2007
 

Exhibit 99.1
(FIRST BANCORP LOGO)
Alan Cohen
Senior Vice President, Marketing and Public Relations
Office (787) 729-8256
alan.cohen@firstbankpr.com
FIRST BANCORP ANNOUNCES PAYMENT OF PREFERRED DIVIDENDS
San Juan, Puerto Rico, August 3, 2007 — First BanCorp (NYSE:FBP) announced today that the Board of Directors of First BanCorp has declared the next payment of dividends on First BanCorp’s Series A through E Preferred shares.
The estimated dividend amounts per share, record dates and payment dates for the Series A through E Preferred Shares are:
             
Series     $Per/share   Record Date   Payment Date
A   0.1484375   August 29, 2007   August 31, 2007
B   0.17395833   August 15, 2007   August 31, 2007
C   0.1541666   August 15, 2007   August 31, 2007
D   0.15104166   August 15, 2007   August 31, 2007
E   0.14583333   August 15, 2007   August 31, 2007
Approval was obtained as a part of First BanCorp’s previously announced agreement with the Board of Governors of the Federal Reserve System.
About First BanCorp
First BanCorp is the parent corporation of FirstBank Puerto Rico, a state-chartered commercial bank with operations in Puerto Rico, the Virgin Islands and Florida; of FirstBank Insurance Agency; and of Ponce General Corporation. First BanCorp, FirstBank Puerto Rico and FirstBank Florida, formerly Unibank, the thrift subsidiary of Ponce General, all operate within U.S. banking laws and regulations. The Corporation operates a total of 153 financial services facilities throughout Puerto Rico, the U.S. and British Virgin Islands, and Florida. Among the subsidiaries of FirstBank Puerto Rico are Money Express, a finance company; First Leasing and Car Rental, a car and truck rental leasing company; and FirstMortgage, a mortgage origination company. In the U.S. Virgin Islands,

 


 

FirstBank operates First Insurance VI, an insurance agency and First Express, a small loan company. First BanCorp’s common and preferred shares trade on the New York Stock Exchange under the symbols FBP, FBPPrA, FBPPrB, FBPPrC, FBPPrD and FBPPrE.
Safe Harbor
This press release may contain “forward-looking statements” concerning the Corporation’s future economic performance. The words or phrases “expect,” “anticipate,” “look forward,” “should,” “believes” and similar expressions are meant to identify “forward-looking statements” within the meaning of the Private Securities Litigation reform Act of 1995.
The Corporation wishes to caution readers not to place undue reliance on any such “forward-looking statements,” which speak only as of the date made, and to advise readers that various factors, including the Corporation’s ability to file the required quarterly information so that the Corporation can return to compliance with the reporting requirements under the Securities Exchange Act of 1934, the completion of the sale of shares of common stock to Scotiabank, which is conditioned on, among other things, regulatory approvals, the ability to finalize the settlement of the shareholder litigation and to settle the SEC inquiry relating to First BanCorp’s recent restatement of its financial statements, interest rate risk relating to the secured loans to Doral and R&G Financial, the continued repayment by Doral and R&G Financial of their outstanding loans, the impact on net income of the reduction in net interest income resulting from the repayment of a significant amount of the commercial loans to Doral, the impact of the consent orders on the Corporation’s future operations and results, the Corporation’s ability to continue to implement the terms of the consent orders, FirstBank’s ability to issue brokered certificates of deposit, its liquidity, the ability to fund operations, changes in the interest rate environment, regional and national economic conditions, competitive and regulatory factors and legislative changes, could affect the Corporation’s financial performance and could cause the Corporation’s actual results for future periods to differ materially from those anticipated or projected. The Corporation does not undertake, and specifically disclaims any obligation, to update any “forward- looking statements” to reflect occurrences or unanticipated events or circumstances after the date of such statements.
# # #

 

EX-99.2 3 g08796exv99w2.htm EX-99.2 PRESS RELEASE DATED AUGUST 6, 2007 EX-99.2 PRESS RELEASE DATED AUGUST 6, 2007
 

Exhibit 99.2
(FIRST BANCORP LOGO)
Alan Cohen
Senior Vice President, Marketing and Public Relations
Office (787) 729-8256
alan.cohen@firstbankpr.com
FIRST BANCORP ANNOUNCES PRELIMINARY ORDER OF SETTLEMENT
OF CLASS ACTION LAWSUIT
San Juan, Puerto Rico, August 6, 2007 — First BanCorp (NYSE:FBP) announced today that on August 1, 2007 the United States District Court for the District of Puerto Rico issued a “Preliminary Order” approving the stipulation of settlement filed in connection with the proposed settlement of the class action lawsuit brought on behalf of First BanCorp’s shareholders against the Corporation in the amount of $74.25 million.
The effectiveness of a final order to be issued by the Court is subject to:
    The payment of $61 million to be deposited by First BanCorp in a settlement fund within fifteen calendar days of the date of issuance of the “Preliminary Order;” and
 
    The mailing of a notice to shareholders that describes the general terms of the settlement.
The court hearing for the final order of approval of the settlement has been set for October 15, 2007. First BanCorp intends to comply with the $61 million payment requirement within the timeframe set forth in the terms of the settlement. The remaining amount of $13,250,000 will be paid before December 31, 2007.
“With this preliminary order on the settlement of the class action lawsuit, First BanCorp is well on its way to accomplishing another major milestone, which brings us that much closer to eliminating the potential risk of a long, expensive and protracted litigation with the financial risks associated with litigation,” commented Luis M. Beauchamp, Chief Executive Officer of First BanCorp.
The payments in settlement of the class action lawsuit will have no impact on earnings and capital of the Corporation in 2007. As reflected in the Corporation’s previously filed

 


 

financial statements for 2005, the Corporation accrued $74.25 million in 2005 for the potential settlement of the class action lawsuit. The Corporation expects to seek recovery of a total of approximately $14.75 million from its insurance companies and from former executives of the Corporation. Since agreements with the insurance carriers have not been executed, the Corporation cannot provide assurances that the monies from the insurance carriers will be received.
About First BanCorp
First BanCorp is the parent corporation of FirstBank Puerto Rico, a state-chartered commercial bank with operations in Puerto Rico, the Virgin Islands and Florida; of FirstBank Insurance Agency; and of Ponce General Corporation. First BanCorp, FirstBank Puerto Rico and FirstBank Florida, formerly Unibank, the thrift subsidiary of Ponce General, all operate within U.S. banking laws and regulations. The Corporation operates a total of 153 financial services facilities throughout Puerto Rico, the U.S. and British Virgin Islands, and Florida. Among the subsidiaries of FirstBank Puerto Rico are Money Express, a finance company; First Leasing and Car Rental, a car and truck rental leasing company; and FirstMortgage, a mortgage origination company. In the U.S. Virgin Islands, FirstBank operates First Insurance VI, an insurance agency and First Express, a small loan company. First BanCorp’s common and preferred shares trade on the New York Stock Exchange under the symbols FBP, FBPPrA, FBPPrB, FBPPrC, FBPPrD and FBPPrE.
Safe Harbor
This press release may contain “forward-looking statements” concerning the Corporation’s future economic performance. The words or phrases “expect,” “anticipate,” “look forward,” “should,” “believes” and similar expressions are meant to identify “forward-looking statements” within the meaning of the Private Securities Litigation reform Act of 1995.
The Corporation wishes to caution readers not to place undue reliance on any such “forward-looking statements,” which speak only as of the date made, and to advise readers that various factors, including the Corporation’s ability to file the required quarterly information so that the Corporation can return to compliance with the reporting requirements under the Securities Exchange Act of 1934, the completion of the sale of shares of common stock to Scotiabank, which is conditioned on, among other things,

 


 

regulatory approvals, the ability to finalize the settlement of the shareholder litigation and to settle the SEC inquiry relating to First BanCorp’s recent restatement of its financial statements, interest rate risk relating to the secured loans to Doral and R&G Financial, the continued repayment by Doral and R&G Financial of their outstanding loans, the impact on net income of the reduction in net interest income resulting from the repayment of a significant amount of the commercial loans to Doral, the impact of the consent orders on the Corporation’s future operations and results, the Corporation’s ability to continue to implement the terms of the consent orders, FirstBank’s ability to issue brokered certificates of deposit, its liquidity, the ability to fund operations, changes in the interest rate environment, regional and national economic conditions, competitive and regulatory factors and legislative changes, could affect the Corporation’s financial performance and could cause the Corporation’s actual results for future periods to differ materially from those anticipated or projected. The Corporation does not undertake, and specifically disclaims any obligation, to update any “forward- looking statements” to reflect occurrences or unanticipated events or circumstances after the date of such statements.
# # #

 

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