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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
R&G FINANCIAL CORPORATION
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(Name of Issuer)
CLASS B COMMON STOCK, $.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
749136 10 7
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(CUSIP Number)
Victor J. Galan
R&G Financial Corporation
280 Jesus T. Pinero
Hato Rey, San Juan, Puerto Rico 00918
(787) 758-2424
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(Name, Address, Telephone Number of Persons Authorized to Receive Notices and
Communications)
August 27, 1996
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Page 1 of 7 Pages
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CUSIP NO. 749136 10 7 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Victor J. Galan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Puerto Rico
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH 5,122,377
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8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
5,122,377
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10 SHARED DISPOSITIVE POWER
-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,122,377
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.78
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14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 749136 10 7 13D Page 3 of 7 Pages
ITEM 1. SECURITY AND ISSUER
The securities as to which this Schedule 13D ("Schedule") relates are the
shares of common stock, $.01 par value per share ("Class B Shares"), of R&G
Financial Corporation (the "Issuer"). The address of the Issuer's principal
executive office is 280 Jesus T. Pinero Hato Rey, San Juan, Puerto Rico 00918.
ITEM 2. IDENTITY AND BACKGROUND
(a) Victor J. Galan ("Reporting Person").
(b) The Reporting Person's business address is the Issuer's principal
executive office, 280 Jesus T. Pinero Hato Rey, San Juan, Puerto Rico 00918.
(c) The Reporting Person is the Chairman of the Board, President and
Chief Executive Officer of the Issuer.
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Person has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or a finding of any
violation with respect to such laws.
(f) The Reporting Person is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Prior to July 19, 1996, the Reporting Person was the sole stockholder of
R&G Mortgage Corp., a mortgage banking company incorporated under the laws of
Puerto Rico (R&G Mortgage"), and the owner of approximately 88.1% of the common
stock of R-G Premier Bank of Puerto Rico, a commercial bank incorporated under
the laws of Puerto Rico (the "Bank"). On July 19, 1996, the Reporting Person,
in connection with the reorganization of the Issuer into a bank holding company
form of organization, contributed all of his outstanding capital stock in R&G
Mortgage and the Bank to the Issuer in exchange for 5,189,044 shares of Class A
common stock of Issuer. The Class A common stock issued to the Reporting Person
and the Class B Shares issued in the Issuer's public offering have the same
rights, preferences and entitlements, except that the Class A common stock
entitles the holder to two (2) votes per share (while the holder of Class B
Shares is entitled to one (1) vote per share) and that the shares of Class A
common stock may be
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CUSIP NO. 749136 10 7 13D Page 4 of 7 Pages
converted at any time and from time to time into Class B Shares as the rate of
one (1) Class B Share for each share of Class A common stock so converted.
In connection with the Issuer's initial public offering, the Reporting
Person exchanged 66,667 of his shares of Class A common stock into a like number
of Class B Shares, which were sold by the underwriter for the account of the
Reporting Person as part of the Issuer's initial public offering. As a result,
the Reporting Person now beneficially owns 5,122,377 shares of Class A common
stock.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person is presently the Chairman of the Board, President and
Chief Executive Officer of the Issuer. The Reporting Person intends to continue
to participate in the management and operations of the Issuer. The Reporting
Person has previously controlled the operations of R&G Mortgage and the Bank,
which are now subsidiaries of the Issuer as a result of the bank holding company
reorganization described in response to Item 3 hereof. By virtue of the
Reporting Person's ownership interest in the Issuer, the Reporting Person has
the power to elect and remove all of the Issuer's Board of Directors and
Management and to determine the outcome of substantially all other matters to be
decided by a vote of the Issuer's stockholders.
Except as referenced in the next paragraph, the Reporting Person currently
has no plans or proposals (excluding action which may be taken or proposed to be
taken by the Board of Directors of which the Reporting Person is a member) which
relate to or would result in (a) the acquisition by any person of additional
securities of the Issuer or the disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the present Board of Directors or management of
the issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board; (e) any material
change in the present capitalization or dividend policy of the Issuer; (f) any
other material change in the Issuer's business or corporate structure; (g)
changes in the Issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for
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CUSIP NO. 749136 10 7 13D Page 5 of 7 Pages
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or (j) any action similar to any of those
enumerated above.
With respect to clause (b) in the preceding paragraph, as described in the
Issuer's initial public offering prospectus, the Issuer intends to acquire the
approximately 11.9% of the common stock of the Bank which is not owned by the
Issuer through a merger transaction involving the Bank and an interim subsidiary
which it is causing to be formed for such purpose. In exchange for the
remaining Bank common stock, the Issuer intends to issue additional Class B
Shares (up to approximately 300,000) after obtaining an independent valuation of
the Bank. The Issuer intends to file a registration statement with the
Securities and Exchange Commission to register the Class B Shares to be issued
in such transaction.
With respect to clause (e) in the preceding paragraph, the Issuer has
indicated that it intends to establish a dividend policy following its initial
public offering, although the specific terms of such dividend policy have not
yet been established.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person beneficially owns 5,122,377 shares of Class
A common stock (which maybe exchanged for a like number of Class B shares),
which represents approximately 67.78% of the outstanding shares of common stock.
At the date hereof, 7,557,377 shares of common stock were outstanding, not
including outstanding options to purchase shares of common stock.
(b) The Reporting Person has sole voting and dispositive power with
respect to 5,122,377 shares of Class A common stock.
(c) The Reporting Person acquired his shares of Class A common stock
in the bank holding company reorganization described in Item 3 hereof on July
19, 1996. The Reporting Person had no other transactions in the Issuer's
securities during the last 60 days.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The Reporting Person is not a party to any contract, arrangement,
understanding or relationship (legal or otherwise) with respect to any
securities of the Issuer. The Reporting
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CUSIP NO. 749136 10 7 13D Page 6 of 7 Pages
Person is the Chairman of the Board of Directors of the Issuer and has in the
past and intends in the future to exercise his vote and to serve the Issuer as a
director in an independent manner, and to vote his shares of common stock
individually and not pursuant to any understanding, arrangement or agreement
with any other persons.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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CUSIP NO. 749136 10 7 13D Page 7 of 7 Pages
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement on Schedule 13D is true, complete and correct.
/s/ Victor J. Galan
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Victor J. Galan
Date: August 27, 1996
