UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
R&G Financial Corp.
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(Name of Issuer)
Class B Common Stock (par value $.01 per share)
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(Title of Class of Securities)
749136107
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(CUSIP Number)
------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
| | Rule 13d-1(b)
| | Rule 13d-1(c)
| | Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 10 Pages
<PAGE>
CUSIP NO. 749136107 13G PAGE 2 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Friedman, Billings, Ramsey Group, Inc.
54-1837743
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
5 SOLE VOTING POWER
231,863
NUMBER OF 6 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 231,863
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,863
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.7%
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 749136107 13G PAGE 3 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Friedman, Billings, Ramsey Group, Inc. Voting Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
5 SOLE VOTING POWER
231,863
NUMBER OF 6 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 231,863
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,863
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.7%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 749136107 13G PAGE 4 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eric F. Billings
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
0
NUMBER OF 6 SHARED VOTING POWER
SHARES 231,863
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
231,863
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,863
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.7%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 749136107 13G PAGE 5 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Emanuel J. Friedman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
0
NUMBER OF 6 SHARED VOTING POWER
SHARES 231,863
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
231,863
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,863
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.7%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 749136107 13G PAGE 6 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
W. Russell Ramsey
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
0
NUMBER OF 6 SHARED VOTING POWER
SHARES 231,863
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
231,863
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,863
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.7%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1. (a). Name of Issuer: R & G Financial Corp.
(b). Address of Issuer's Principal Executive Offices:
280 Jesus T. Pinero Ave.
Hato Rey
San Juan, PR 00918
Item 2. (a). Name of Person Filing:
Friedman, Billings, Ramsey Group, Inc.
(b). Address of Principal Business Office or, if none, Residence:
1001 19th Street North
Arlington, VA 22209-1710
Page 7 of 10 Pages
<PAGE>
Item 2. (c). Citizenship: Virginia
(d). Title of Class of Securities: Common Stock
(e). CUSIP Number: 749136107
Item 3. If this statement is filed pursuant to sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c.);
(d) [ ] Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C.
80a-8);
(e) [ ] An investment adviser in accordance with
section 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with section 240.13d-1(b)(1)(ii)
(F);
(g) [X] A parent holding company or control person in
accordance with section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in
section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the
definition of an investment company under
section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with section 240.13d-1(b)(1)
(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a). Amount beneficially owned: 231,863 as of December 31, 1997
(b). Percent of class: 4.7%
(c). Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 231,863
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the
disposition of 231,863
(iv) Shared power to dispose or to direct the
disposition of 0
Page 8 of 10 Pages
<PAGE>
Item 5. Ownership of Five Percent or Less of a Class:
Friedman, Billings, Ramsey Group, Inc. is filing this
Amendment to disclose the fact that it did not beneficially
own more than 5% of the Class B Common Stock of R&G
Financial Corp. as of December 31, 1997. The number of
outstanding shares of R&G Financial Corp. which Friedman,
Billings, Ramsey Group, Inc. used to calculate its
beneficial ownership did not reflect the stock split at
R&G Financial Corp. which occurred in September, 1997.
After the stock split, R&G Financial Corp. had 4,924,474
outstanding shares of Class B Common Stock. Accordingly, as
of December 31, 1997 Friedman, Billings, Ramsey Group, Inc.
owned 4.71% of the Class B Common Stock of R&G Financial
Corp. and did not have a beneficial ownership filing
obligation.
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person:
Not Applicable
Item 7. Identification and Classification of Subsidiaries which
Acquired the Security Being Reported on by the Parent
Holding Company:
Friedman, Billings, Ramsey & Co., Inc. 3(a)
Friedman, Billings, Ramsey Investment Management, Inc. 3(e)
Item 8. Identification and Classification of Members of the Group:
Not Applicable
Page 9 of 10 Pages
<PAGE>
Item 9. Notice of Dissolution of Group:
Not Applicable
Item 10. Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any
transaction having that purpose or effect.
In accordance with Rule 13d-4 of the Securities Exchange Act
of 1934, each of the persons filing this statement expressly
disclaim the beneficial ownership of the securities covered
by this statement and the filing of this report shall not be
construed as an admission by such persons that they are the
beneficial owners of such securities.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
Dated: April 17, 1998 By: /s/ EMANUEL J. FRIEDMAN
---------------------------------
Name: Emanuel J. Friedman
Title: Chairman
Dated: April 17, 1998 FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
VOTING TRUST
By: /s/ ERIC F. BILLINGS
----------------------------------
Eric F. Billings
Trustee
By: /s/ EMANUEL J. FRIEDMAN
----------------------------------
Emanuel J. Friedman
Trustee
By: /s/ W. RUSSELL RAMSEY
----------------------------------
W. Russell Ramsey
Trustee
Dated: April 17, 1998 By: /s/ ERIC F. BILLINGS
----------------------------------
Eric F. Billings
Dated: April 17, 1998 By: /s/ EMANUEL J. FRIEDMAN
----------------------------------
Emanuel J. Friedman
Dated: April 17, 1998 By: /s/ W. RUSSELL RAMSEY
----------------------------------
W. Russell Ramsey
Page 10 of 10 Pages
EXHIBIT 1
JOINT FILING AGREEMENT AMONG FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.,
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. VOTING TRUST,
ERIC F. BILLINGS, EMANUEL J. FRIEDMAN AND W. RUSSELL RAMSEY
WHEREAS, in accordance with Rule 13d-1(k) under the Securities and Exchange
Act of 1934 (the "Act"), only one joint statement and any amendments thereto
need to be filed whenever one or more persons are required to file such a
statement or any amendments thereto pursuant to Section 13(d) of the Act with
respect to the same securities, provided that said persons agree in writing that
such statement or amendments thereto is filed on behalf of each of them;
NOW, THEREFORE, the parties hereto agree as follows:
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., FRIEDMAN, BILLINGS, RAMSEY GROUP,
INC. VOTING TRUST, ERIC F. BILLINGS, EMANUEL J. FRIEDMAN AND W. RUSSELL RAMSEY
hereby agree, in accordance with Rule 13d-1(k) under the Act, to file a
statement on Schedule 13G relating to their ownership of Common Stock of the
Issuer and do hereby further agree that said statement shall be filed on behalf
of each of them.
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
Dated: April 17, 1998 By: /s/ EMANUEL J. FRIEDMAN
---------------------------------
Name: Emanuel J. Friedman
Title: Chairman
Dated: April 17, 1998 FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
VOTING TRUST
By: /s/ ERIC F. BILLINGS
----------------------------------
Eric F. Billings
Trustee
By: /s/ EMANUEL J. FRIEDMAN
----------------------------------
Emanuel J. Friedman
Trustee
By: /s/ W. RUSSELL RAMSEY
----------------------------------
W. Russell Ramsey
Trustee
Dated: April 17, 1998 By: /s/ ERIC F. BILLINGS
----------------------------------
Eric F. Billings
Dated: April 17, 1998 By: /s/ EMANUEL J. FRIEDMAN
----------------------------------
Emanuel J. Friedman
Dated: April 17, 1998 By: /s/ W. RUSSELL RAMSEY
----------------------------------
W. Russell Ramsey
