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EX-99.1 - EX-99.1 - DORAL FINANCIAL CORP | g25463exv99w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 7, 2010 (December 2, 2010)
DORAL FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Puerto Rico (State or Other Jurisdiction of Incorporation) |
001-31579 (Commission File Number) |
66-031262 (IRS Employer Identification No.) |
1451 Franklin D. Roosevelt Avenue, San Juan, Puerto Rico 00920-2717
(Address of Principal Executive Offices, Including Zip Code)
(Address of Principal Executive Offices, Including Zip Code)
Registrants telephone number, including area code: 787-474-6700
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
(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)) |
TABLE OF CONTENTS
Item 7.01 Regulation FD Disclosure | ||||||||
Item 9.01 Financial Statements and Exhibits | ||||||||
SIGNATURES | ||||||||
EX-99.1 |
Table of Contents
Item 7.01 | Regulation FD Disclosure. |
On December 6, 2010, First BanCorp (First BanCorp) issued a press release announcing that it had
received and rejected an acquisition proposal made by Doral Financial Corporation (Doral). The
proposal was communicated on December 2, 2010 in a letter from Dorals President and Chief
Executive Officer, to the members of the Board of Directors of First BanCorp. The proposal letter
delivered to the Board of Directors and referenced in First BanCorps press release dated December
6, 2010, together with a portion of the accompanying background materials, is furnished as Exhibit
99.1 to this Current Report and is incorporated herein by reference.
Limitation on Incorporation by Reference
The information furnished pursuant to this Item 7.01 of this Current Report, including Exhibit
99.1, shall not be deemed filed for purposes of the Securities Exchange Act of 1934, as amended,
nor shall it be incorporated by reference into any of Dorals filings under the Securities Act of
1933, as amended, unless otherwise expressly stated in such filing.
No Offer of Securities
This Current Report, including Exhibit 99.1, does not constitute an offer of any securities or the
solicitation to buy any securities.
Forward-Looking Statements
This Current Report, including Exhibit 99.1, contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may
relate to Dorals financial condition, results of operations, plans, objectives, future performance
and business, including, but not limited to, statements with respect to the adequacy of the
allowance for loan and lease losses, market risk and the impact of interest rate changes, capital
markets conditions, capital adequacy and liquidity, and the effect of legal proceedings and new
accounting standards on Dorals financial condition and results of operations. Forward-looking
statements can be identified by the fact that they do not relate strictly to historical or current
facts, and are generally identified by the use of words or phrases such as would be, will
allow, intends to, will likely result, are expected to, will continue, is anticipated,
estimate, project, believe, expect, may or similar expressions.
Doral cautions readers not to place undue reliance on any of these forward-looking statements since
they speak only as of the date made and represent Dorals expectations of future conditions or
results and are not guarantees of future performance. Doral does not undertake and specifically
disclaims any obligations to update any forward-looking statements to reflect occurrences or
unanticipated events or circumstances after the date of those statements.
Forward-looking statements are, by their nature, subject to risks and uncertainties. Risk factors
and uncertainties that could cause Dorals actual results to differ materially from those described
in forward-looking statements can be found in Dorals Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2010, June 30, 2010 and September 30, 2010, and its Annual Report on Form
10-K for the year ended December 31, 2009, all of which is available on Dorals website at
www.doralfinancial.com.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
99.1
|
Proposal Letter to First BanCorp dated December 2, 2010 |
Table of Contents
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.
DORAL FINANCIAL CORPORATION |
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Date: December 7, 2010 | By: | /s/ Enrique R. Ubarri | ||
Name: | Enrique R. Ubarri | |||
Title: | Executive Vice President and General Counsel |