8-K

 

UNITED STATES
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

Date of Report (Date of Earliest Event Reported): May 6, 2009

First BanCorp.
__________________________________________
(Exact name of registrant as specified in its charter)

Puerto Rico	001-14793	66-0561882
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1519 Ponce de Leon Ave., PO Box 9146, San Juan, Puerto Rico		00908-0146
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 787-729-8041

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On May 7, 2009, First BanCorp (the "Corporation") announced that Fernando Scherrer, who currently serves as the Corporation’s Executive Vice President and Chief Financial Officer, has informed the Corporation of his intention to resign in the near future. At this time, the Corporation expects that Mr. Scherrer’s resignation will take effect on or about July 31, 2009.

(c) On May 7, 2009, the Corporation also announced that it has appointed Orlando Berges (age 51), effective May 11, 2009, to serve as Executive Vice President of the Corporation and, upon Mr. Scherrer’s resignation, to assume the role of Chief Financial Officer. Mr. Scherrer will assist Mr. Berges to ensure a smooth transition.

Mr. Berges joins the Corporation with over 30 years of experience in the financial, administration and business sectors. Prior to joining the Corporation, Mr. Berges served as Executive Vice President of Administration of Banco Popular de Puerto Rico from May 2004 to May 2009. Mr. Berges has been responsible for supervising the finance, operations, real estate and administration functions in both Puerto Rico and U.S. markets. Mr. Berges also served as Regional Manager of a branch network of Banco Popular de Puerto Rico from November 2001 to April 2004 and as Executive Vice President and Chief Officer for Financial, Operations and Administration of Banco Popular North America from January 1998 to October 2001. Prior to January 1998, Mr. Berges held various positions in Banco Popular de Puerto Rico covering the financial and accounting functions including serving as Comptroller of Popular, Inc. and Banco Popular de Puerto Rico. Mr. Berges is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants and of the Puerto Rico Society of Certified Public Accountants. He holds a Bachelor’s Degree in Business Administration with a concentration in accounting from the University of Puerto Rico.

In connection with Mr. Berges’ appoi ntment as Executive Vice President, the Corporation entered into a three-year employment agreement (the "Agreement"), effective May 11, 2009, with Mr. Berges. The Agreement has automatic one-year extensions unless the Corporation or Mr. Berges provides prior notice that the Agreement will not be extended. Under the terms of the Agreement, Mr. Berges is entitled to receive annually a base salary of $600,000 (the "Annual Base Salary"), plus an annual bonus opportunity based upon Mr. Berges’ achievement of predetermined business objectives. In addition, Mr. Berges will be entitled to use a company-owned automobile, participate in the Corporation’s stock incentive, retirement, and other plans, and receive other benefits granted to employees and executives of the Corporation. The Agreement includes termination and change in control benefits. If Mr. Berges is terminated by the Board without cause within a two-year period following a change in control of the Corporation, he will be entitled to receive a severance lump sum payment equal to three times his Annual Base Compensation plus three times the highest cash performance bonus paid to him in any of the three fiscal years prior to the date of the termination without cause, and the value of any other benefits provided to Mr. Berges during the year in which the termination without cause occurs. In the event the Corporation terminates Mr. Berges’ employment without cause during the employment period, Mr. Berges will be entitled to a severance payment equal to the annual base compensation amount to which he would be entitled under the Agreement, prorated to cover the remaining balance of the three-year term. The Agreement also provides that any payment prohibited as a result of the Corporation’s participation in the Department of the Treasury’s (the "Treasury") Troubled Assets Relief Program Capital Purchase Program (the "Program") is not payable during the period that the Treasury holds an equity or debt position in the Corporation p ursuant to the Program.

For purposes of the Agreement with Mr. Berges, a "Change of Control" will be deemed to have taken place if: (i) a third person, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, becomes the beneficial owner of shares of the Corporation having 25% or more of the total number of votes which may be cast for the election of directors of the Corporation or which, by cumulative voting, if permitted by the Corporation’s charter or bylaws, would enable such third person to elect 50% or more of the directors of the Corporation; or (ii) as the result of, or in connection with, any cash tender or exchange offer, merger or any other business combination, sales of assets or contested election, or any combination of the foregoing transactions, the person who were directors of the Corporation before such transaction shall cease to constitute a majority of the Board of the Corporation or any successor institution.

A copy of the press re lease announcing the appointment of Mr. Berges and the resignation intent of Mr. Scherrer is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On May 6, 2009, 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 F Preferred Shares. 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 99.1 - Press Release of First BanCorp dated May 7, 2009.

Exhibit 99.2 - Press Release of First BanCorp dated May 6, 2009.

SIGNATURES

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.

	First BanCorp.
May 7, 2009	By:	Fernando Scherrer
		Name: Fernando Scherrer
		Title: EVP and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release of First BanCorp dated May 7, 2009
99.2	Press Release of First BanCorp dated May 6, 2009

EX-99.1

FIRST BANCORP ANNOUNCES APPOINTMENT OF
AN EXECUTIVE VICE PRESIDENT AND FUTURE SUCCESSOR
TO THE CHIEF FINANCIAL OFFICER

San Juan, Puerto Rico, May 7, 2009 – First BanCorp (the “Corporation”) (NYSE: FBP) today announced the appointment, effective May 11, 2009, of Mr. Orlando Berges as Executive Vice President of the Corporation and who will succeed Mr. Fernando Scherrer, currently Executive Vice President and Chief Financial Officer. Mr. Scherrer, who has led the Corporation’s finance function since July 2006, has informed the Corporation of his intention to resign effective approximately July 31, 2009.

Mr. Berges joins the Corporation with over 30 years of experience in the financial, administration, public accounting and business sectors. Prior to joining the Corporation, Mr. Berges served as Executive Vice President of Administration of Banco Popular de Puerto Rico. He has been responsible for supervising the finance, operations, real estate, and administration functions in both Puerto Rico and U.S. markets. Mr. Berges also served as Executive Vice President and Chief Officer for Financial, Operations and Administration of Banco Popular North America, and as Regional Manager of a branch network of Banco Popular de Puerto Rico. Mr. Berges is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants and of the Puerto Rico Society of Certified Public Accountants. He holds a Bachelor’s Degree in Business Administration with a concentration in accounting from the University of Puerto Rico.

Mr. Berges will report directly to Luis M. Beauchamp, Chairman and Chief Executive Officer of First BanCorp. “We are very pleased to have Orlando join our executive team. We welcome his extensive knowledge of financial systems and markets, and impressive professional achievements. Throughout his career, Orlando has demonstrated successful leadership and accomplishments in various corporate functions. I look forward to working closely with Orlando and anticipate his excellent contributions in assisting the Corporation to accomplish its strategic objectives in the years ahead,” said Mr. Beauchamp.

Mr. Scherrer joined the Corporation in 2006, in times of great challenges, to manage the restatement process and the reorganization of the accounting and finance functions. Mr. Beauchamp commented on Mr. Scherrer’s pending departure, “We understand Fernando’s desire to return to the private practice as a business and accounting consultant. His individual accomplishments at First BanCorp have been far too many to recite; he has played key roles in corporate finance, strategic business planning and investor relations. Fernando will continue in his current position through the end of July 2009 and will work closely with Orlando to ensure a smooth and orderly transition of the CFO responsibilities. We wish Fernando all the best in his future endeavors, and we extend to him our deepest gratitude for his commitment to the Corporation.”

Mr. Scherrer stated, “It has been a pleasure to work with Luis, the Board of Directors, and the rest of the executives as well as my whole team at First BanCorp. Having expeditiously completed the restatement and satisfactorily resolved all legal and regulatory actions, and having raised additional capital to strengthen its balance sheet, I feel the Corporation is well positioned to face the challenges that lie ahead under the unprecedented credit crisis.”

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, the thrift subsidiary of Ponce General, all operate within U.S. banking laws and regulations. The Corporation operates a total of 194 branches, stand-alone offices and in-branch service centers 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 publicly-held preferred shares trade on the New York Stock Exchange under the symbols FBP, FBPPrA, FBPPrB, FBPPrC, FBPPrD and FBPPrE. Additional information about First BanCorp may be found at www.firstbankpr.com.

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 Section 27A of the Private Securities Litigation Reform Act of 1995, and are subject to the safe harbor created by such section. 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, but not limited to, the risks arising from credit and other risks of the Corporation’s lending and investment activities, including the condo conversion loans from its Miami Corporate Banking operations and the construction and commercial loan portfolios in Puerto Rico, which have affected and may continue to affect, among other things, the level of non-performing assets, charge-offs and the provision expense; an adverse change in the Corporation’s ability to attract new clients and retain existing ones; decrease demand for the Corporation’s products and services and lower revenues and earnings because of the recession in the United States, the continued recession in Puerto Rico and the current fiscal problems and budget deficit of the Puerto Rico government; changes in general economic conditions in the United States and Puerto Rico, including the interest rate scenario, market liquidity, rates and prices, and the disruptions in the U.S. capital markets, which may reduce interest margins, impact funding sources and affect demand for the Corporation’s products and services and the value of the Corporation’s assets, including the value of the interest rate swaps that economically hedge the interest rate risk mainly relating to brokered certificates of deposit and medium-term notes as well as other derivative instruments used for protection from interest rate fluctuations; uncertainty about the impact of measures adopted by the Puerto Rico government in response to its fiscal situation on the different sectors of the economy; uncertainty about the effectiveness and impact of the U.S. government’s rescue plan, including the bailout of U.S. housing government-sponsored agencies, on the financial markets in general and on the Corporation’s business, financial condition and results of operations; risks of not being able to recover all assets pledged to Lehman Brothers Special Financing, Inc.; changes in the Corporation’s expenses associated with acquisitions and dispositions; risks associated with the soundness of other financial institutions; developments in technology; the impact of Doral Financial Corporation’s and R&G Financial Corporation’s financial condition on the repayment of their outstanding secured loans to the Corporation; the Corporation’s ability to issue brokered certificates of deposit and fund operations; risks associated with downgrades in the credit ratings of the Corporation’s securities; general competitive factors and industry consolidation; and risks associated with regulatory and legislative changes for financial services companies in Puerto Rico, the United States, and the U.S. and British Virgin Islands, which 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.

# # #

CONTACT:
Alan Cohen, SVP
Marketing & Public Relations
Office (787) 729-8256
alan.cohen@firstbankpr.com
First BanCorp [NYSE: FBP]

FIRST BANCORP ANNOUNCES PAYMENT OF PREFERRED DIVIDENDS

SAN JUAN, Puerto Rico, May 6, 2009 – First BanCorp (NYSE:FBP) announced today that its Board of Directors has declared the next payment of dividends on First BanCorp’s Series A through F Preferred Shares.

The estimated dividend amounts per share, record dates and payment dates for the Series A through F Preferred Shares are:

Series	$ Per share		Record Date	Payment Date
A		0.1484375	May 28, 2009	June 1, 2009
B		0.17395833	May 15, 2009	June 1, 2009
C		0.1541666	May 15, 2009	June 1, 2009
D		0.15104166	May 15, 2009	June 1, 2009
E		0.14583333	May 15, 2009	June 1, 2009
F		12.50	April 15, 2009	May 15, 2009

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, the thrift subsidiary of Ponce General, all operate within U.S. banking laws and regulations. The Corporation operates a total of 194 branches, stand-alone offices and in-branch service centers 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 publicly-held preferred shares trade on the New York Stock Exchange under the symbols FBP, FBPPrA, FBPPrB, FBPPrC, FBPPrD and FBPPrE. Additional information about First BanCorp may be found at www.firstbankpr.com.

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 Section 27A of the Private Securities Litigation Reform Act of 1995, and are subject to the safe harbor created by such section. 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, but not limited to, the risks arising from credit and other risks of the Corporation’s lending and investment activities, including the condo conversion loans from its Miami Corporate Banking operations and the construction and commercial loan portfolios in Puerto Rico, which have affected and may continue to affect, among other things, the level of non-performing assets, charge-offs and the provision expense; an adverse change in the Corporation’s ability to attract new clients and retain existing ones; decrease demand for the Corporation’s products and services and lower revenues and earnings because of the recession in the United States, the continued recession in Puerto Rico and the current fiscal problems and budget deficit of the Puerto Rico government; changes in general economic conditions in the United States and Puerto Rico, including the interest rate scenario, market liquidity, rates and prices, and the disruptions in the U.S. capital markets, which may reduce interest margins, impact funding sources and affect demand for the Corporation’s products and services and the value of the Corporation’s assets, including the value of the interest rate swaps that economically hedge the interest rate risk mainly relating to brokered certificates of deposit and medium-term notes as well as other derivative instruments used for protection from interest rate fluctuations; uncertainty about the impact of measures adopted by the Puerto Rico government in response to its fiscal situation on the different sectors of the economy; uncertainty about the effectiveness and impact of the U.S. government’s rescue plan, including the bailout of U.S. housing government-sponsored agencies, on the financial markets in general and on the Corporation’s business, financial condition and results of operations; risks of not being able to recover all assets pledged to Lehman Brothers Special Financing, Inc.; changes in the Corporation’s expenses associated with acquisitions and dispositions; risks associated with the soundness of other financial institutions; developments in technology; the impact of Doral Financial Corporation’s and R&G Financial Corporation’s financial condition on the repayment of their outstanding secured loans to the Corporation; the Corporation’s ability to issue brokered certificates of deposit and fund operations; risks associated with downgrades in the credit ratings of the Corporation’s securities; general competitive factors and industry consolidation; and risks associated with regulatory and legislative changes for financial services companies in Puerto Rico, the United States, and the U.S. and British Virgin Islands, which 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.

# # #

CONTACT:
Alan Cohen, SVP
Marketing & Public Relations
Office (787) 729-8256
alan.cohen@firstbankpr.com
First BanCorp [NYSE: FBP]