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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
ORIENTAL FINANCIAL GROUP INC.
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(Exact Name of Registrant as Specified in its Charter)
Commonwealth of Puerto Rico 66-0538893
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
Hato Rey Tower, Suite 501
268 Munoz Rivera Avenue
San Juan, Puerto Rico 00918
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [X] box. [ ]
Securities Act registration statement file number to which this form relates:
333-75609
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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7.125% Noncumulative Monthly New York Stock Exchange
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Income Preferred Stock, Series A
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Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of Class)
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the 7.125% Noncumulative Monthly Income Preferred
Stock, Series A, $1.00 par value per share, of Oriental Financial Group Inc.
(the "Company") is contained in a prospectus filed with the Securities and
Exchange Commission on April 30, 1999, pursuant to Rule 424(b)(4) under the
Securities Act of 1933, as amended. The prospectus relates to the Company's
Registration Statement on Form S-3 (File No. 333-75609), which became effective
on April 30, 1999, and is incorporated herein by reference.
ITEM 2. EXHIBITS.
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Exhibit No. Description of Document
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<S> <C>
3 Certificate of Incorporation, as amended, of Oriental Financial Group Inc.
(incorporated by reference to Exhibit 3 of the Company's Registration Statement
on Form S-3 filed with the SEC on April 2, 1999, File No. 333-75609).
4.1* Certificate of Designation designating the terms of the Series A Preferred Stock.
4.2 Form of the Series A Preferred Stock Certificate (incorporated by reference to
Exhibit 4.2 of the Company's Registration Statement on Form S-3 filed with the SEC
on April 2, 1999, File No. 333-75609).
</TABLE>
*Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: April 30, 1999 By: /s/ Jose Enrique Fernandez
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Jose Enrique Fernandez
Chairman of the Board, President and
Chief Executive Officer
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INDEX OF EXHIBITS
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<CAPTION>
Exhibit No. Description of Document
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<S> <C>
3 Certificate of Incorporation, as amended, of Oriental Financial Group Inc.
(incorporated by reference to Exhibit 3 of the Company's Registration Statement
on Form S-3 filed with the SEC on April 2, 1999, File No. 333-75609).
4.1* Certificate of Designation designating the terms of the Series A Preferred Stock.
4.2 Form of the Series A Preferred Stock Certificate (incorporated by reference to
Exhibit 4.2 of the Company's Registration Statement on Form S-3 filed with the
SEC on April 2, 1999, File No. 333-75609).
</TABLE>
*Filed herewith.
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ORIENTAL FINANCIAL GROUP INC.
CERTIFICATE OF DESIGNATION
OF THE PREFERRED STOCK PRICING COMMITTEE
7.125% NONCUMULATIVE MONTHLY INCOME PREFERRED STOCK, SERIES A
Pursuant to Article 5.01 of the General Corporation Law of the
Commonwealth of Puerto Rico, the undersigned, Carlos O. Souffront, as Secretary
of the Board of Directors of Oriental Financial Group Inc. (the "Corporation"),
a Puerto Rico corporation, HEREBY CERTIFIES that, pursuant to the authority
conferred upon the Board of Directors by the Corporation's Certificate of
Incorporation, as amended, and resolutions duly adopted by the Board of
Directors on March 30, 1999, creating a committee thereof known as the
"Preferred Stock Pricing Committee," the Preferred Stock Pricing Committee on
April 30, 1999, duly adopted the following resolutions creating a series of
1,405,000 shares of Preferred Stock designated as the "7.125% Noncumulative
Monthly Income Preferred Stock, Series A," and that such resolutions have not
been modified or rescinded and remain in full force and effect:
"RESOLVED, that pursuant to the authority expressly granted to and
vested in the Board of Directors of the Corporation and delegated to the
Preferred Stock Pricing Committee in accordance with the provisions of the
Corporation's Certificate of Incorporation, as amended, a series of Preferred
Stock of the Corporation be and it hereby is created.
FURTHER RESOLVED, that the Preferred Stock Pricing Committee designated
by the Board of Directors has determined that the preferences and relative,
participating, optional or other special rights of the shares of such series of
Preferred Stock, and the qualifications, limitations or restrictions thereof, as
stated and expressed herein, are under the circumstances prevailing on the date
hereof fair and equitable to all the existing shareholders of the Corporation.
FURTHER RESOLVED, that the designation and amount of such series and
the voting powers, preferences and relative,
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participating, optional or other special rights of the shares of such series of
Preferred Stock, and the qualifications, limitations or restrictions thereof are
as follows:
A. DESIGNATION AND AMOUNT
The shares of such series of Preferred Stock shall be designated as
the "7.125% Noncumulative Monthly Income Preferred Stock, Series A"
(hereinafter called the "Series A Preferred Stock"), and the number of
authorized shares constituting such series shall be 1,405,000.
B. DIVIDENDS
1. Holders of record of the Series A Preferred Stock (the
"Holders") will be entitled to receive, when, as and if declared by the Board of
Directors, out of funds of the Corporation legally available therefor,
noncumulative cash dividends at the annual rate per share of 7.125% of their
liquidation preferences, or $0.1484375 per share per month ($1.78125 per share
per year), with each aggregate payment made to each record holder of the Series
A Preferred Stock being rounded to the next lowest cent.
2. Dividends on the Series A Preferred Stock will accrue from
their date of original issuance and will be payable (when, as and if declared by
the Board of Directors out of funds of the Corporation legally available
therefor) monthly in arrears in United States dollars commencing on May 30,
1999, and on the last day of each calendar month of each year thereafter to the
holders of record of the Series A Preferred Stock as they appear on the books of
the Corporation on the fifteenth day of the month containing the relevant date
of payment. In the case of the dividend payable on May 30, 1999, such dividend
shall cover the period from the date of issuance of the Series A Preferred Stock
to May 30, 1999. In the event that any date on which dividends are payable is
not a Business Day, then payment of the dividend payable on such date will be
made on the next succeeding Business Day without any interest or other payment
in respect of any such delay, except that, if such Business Day is in the next
succeeding calendar year, such payment will be made on the Business Day
immediately preceding the relevant date of payment, in each case with the same
force and effect as if made on such date. A "Business Day" is a day other than a
Saturday, Sunday or a general bank holiday in San Juan, Puerto Rico, or New
York, New York.
3. Dividends on the Series A Preferred Stock will be
noncumulative. The Corporation is not obligated or required to
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declare or pay dividends on the Series A Preferred Stock, even if it has funds
available for the payment of such dividends. If the Board of Directors or an
authorized committee thereof does not declare a dividend payable on a dividend
payment date in respect of the Series A Preferred Stock, then the holders of
such Series A Preferred Stock shall have no right to receive a dividend in
respect of the monthly dividend period ending on such dividend payment date and
the Corporation will have no obligation to pay the dividend accrued for such
monthly dividend period or to pay any interest thereon, whether or not dividends
on such Series A Preferred Stock are declared for any future monthly dividend
period.
4. The amount of dividends payable for any monthly dividend
period will be computed on the basis of twelve 30-day months and a 360-day year.
The amount of dividends payable for any period shorter than a full monthly
dividend period will be computed on the basis of the actual number of days
elapsed in such period.
5. Subject to any applicable fiscal or other laws and
regulations, each dividend payment will be made by dollar check drawn on a bank
in New York, New York, or San Juan, Puerto Rico, and mailed to the record holder
thereof at such holder's address as it appears on the register for such Series A
Preferred Stock.
6. So long as any shares of the Series A Preferred Stock remain
outstanding, the Corporation shall not declare, set apart or pay any dividend or
make any other distribution of assets (other than dividends paid or other
distributions made in stock of the Corporation ranking junior to the Series A
Preferred Stock as to the payment of dividends and the distribution of assets
upon liquidation, dissolution or winding up of the Corporation) on, or redeem,
purchase, set apart or otherwise acquire (except upon conversion or exchange for
stock of the Corporation ranking junior to the Series A Preferred Stock as to
the payment of dividends and the distribution of assets upon liquidation,
dissolution or winding up of the Corporation), shares of common stock or of any
other class of stock of the Corporation ranking junior to the Series A Preferred
Stock as to the payment of dividends or the distribution of assets upon
liquidation, dissolution or winding up of the Corporation, unless (i) all
accrued and unpaid dividends on the Series A Preferred Stock for the twelve
monthly dividend periods ending on the immediately preceding dividend payment
date shall have been paid or are paid contemporaneously and the full monthly
dividend on the Series A Preferred Stock for the then current month has been or
is contemporaneously declared and paid or declared and set apart for
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payment, and (ii) the Corporation has not defaulted in the payment of the
redemption price of any shares of Series A Preferred Stock called for
redemption.
7. When dividends are not paid in full on the Series A Preferred
Stock and any other shares of stock of the Corporation ranking on a parity as to
the payment of dividends with the Series A Preferred Stock, all dividends
declared upon the Series A Preferred Stock and any such other shares of stock of
the Corporation will be declared pro rata so that the amount of dividends
declared per share on the Series A Preferred Stock and any such other shares of
stock will in all cases bear to each other the same ratio that the full dividend
on the Series A Preferred Stock for the then-current dividend period (which
shall not include any accumulation in respect of unpaid dividends for prior
dividend periods) and full dividends, including required or permitted
accumulations, if any, on such other classes of equally ranked stock, bear to
each other.
8. Holders of record of the Series A Preferred Stock will not be
entitled to any dividend, whether payable in cash, property or stock, in excess
of the dividends provided for herein on the shares of Series A Preferred Stock.
C. CONVERSION
The Series A Preferred Stock will not be convertible into or
exchangeable for any other securities of the Corporation.
D. REDEMPTION AT THE OPTION OF THE CORPORATION
1. The shares of the Series A Preferred Stock are not redeemable
prior to May 30, 2004. On and after that date, the shares of the Series A
Preferred Stock will be redeemable in whole or in part from time to time at the
option of the Corporation, with the consent of the Board of Governors of the
Federal Reserve System (the "Federal Reserve Board") to the extent required by
Section D 8 below, upon not less than thirty nor more than sixty days' notice by
mail, at the redemption prices set forth below, during the twelve month periods
beginning on May 30, 2004 of the years set forth below, plus accrued and unpaid
dividends to the date fixed for redemption.
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<TABLE>
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YEAR REDEMPTION PRICE
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2004 $25.50
2005 $25.25
2006 and thereafter $25.00
</TABLE>
2. In the event that less than all of the outstanding shares of
the Series A Preferred Stock are to be redeemed in any redemption at the option
of the Corporation, the total number of shares to be redeemed in such redemption
shall be determined by the Board of Directors and the shares to be redeemed
shall be allocated pro rata or by lot as may be determined by the Board of
Directors or by such other method as the Board of Directors may approve and deem
equitable, including any method to conform to any rule or regulation of any
national or regional stock exchange or automated quotation system upon which the
shares of the Series A Preferred Stock may at the time be listed or eligible for
quotation.
3. Notice of any proposed redemption shall be given by the
Corporation by mailing a copy of such notice to the holders of record of the
shares of Series A Preferred Stock to be redeemed, at their address of record,
not more than sixty nor less than thirty days prior to the redemption date. The
notice of redemption to each holder of shares of Series A Preferred Stock shall
specify the number of shares of Series A Preferred Stock to be redeemed, the
redemption date and the redemption price payable to such holder upon redemption,
and shall state that from and after said date dividends thereon will cease to
accrue. If less than all the shares owned by a holder are then to be redeemed at
the option of the Corporation, the notice shall also specify the number of
shares of Series A Preferred Stock which are to be redeemed and the numbers of
the certificates representing such shares. Any notice which is mailed as herein
provided shall be conclusively presumed to have been duly given, whether or not
the stockholder receives such notice; and failure duly to give such notice by
mail, or any defect in such notice, to the holders of any stock designated for
redemption shall not affect the validity of the proceedings for the redemption
of any other shares of Series A Preferred Stock.
4. Notice having been mailed as aforesaid, from and after the
redemption date (unless default be made in the payment of the redemption price
for any shares to be redeemed), all dividends on the shares of Series A
Preferred Stock called for redemption shall cease to accrue and all rights of
the holders of such shares as stockholders of the Corporation by reason of the
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ownership of such shares (except the right to receive the redemption price, on
presentation and surrender of the respective certificates representing the
redeemed shares), shall cease on the redemption date, and such shares shall not
after the redemption date be deemed to be outstanding. In case less than all the
shares represented by any such certificate are redeemed, a new certificate shall
be issued without cost to the holder thereof representing the unredeemed shares.
5. At its option, the Corporation may, on or prior to the
redemption date, irrevocably deposit the aggregate amount payable upon
redemption of the shares of the Series A Preferred Stock to be redeemed with a
bank or trust company designated by the Board of Directors having its principal
office in New York, New York, San Juan, Puerto Rico, or any other city in which
the Corporation shall at that time maintain a transfer agency with respect to
its capital stock, and having a combined capital and surplus (as shown by its
latest published statement) of at least $50,000,000 (hereinafter referred to as
the "Depositary"), to be held in trust by the Depositary for payment to the
holders of the shares of the Series A Preferred Stock then to be redeemed. If
such deposit is made and the funds so deposited are made immediately available
to the holders of the shares of the Series A Preferred Stock to be redeemed, the
Corporation shall thereupon be released and discharged (subject to the
provisions of Section D 6) from any obligation to make payment of the amount
payable upon redemption of the shares of the Series A Preferred Stock to be
redeemed, and the holders of such shares shall look only to the Depositary for
such payment.
6. Any funds remaining unclaimed at the end of two years from and
after the redemption date in respect of which such funds were deposited shall be
returned to the Corporation forthwith and thereafter the holders of shares of
the Series A Preferred Stock called for redemption with respect to which such
funds were deposited shall look only to the Corporation for the payment of the
redemption price thereof. Any interest accrued on any funds deposited with the
Depositary shall belong to the Corporation and shall be paid to it from time to
time on demand.
7. Any shares of the Series A Preferred Stock which shall at any
time have been redeemed shall, after such redemption, have the status of
authorized but unissued shares of Preferred Stock, without designation as to
series, until such shares are once more designated as part of a particular
series by the Board of Directors.
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8. To the extent required to have the Series A Preferred Stock
treated as Tier 1 capital for bank regulatory purposes or otherwise required by
applicable regulations of the Federal Reserve Board, the shares of Series A
Preferred Stock may not be redeemed by the Corporation without the prior consent
of the Federal Reserve Board.
E. LIQUIDATION PREFERENCE
1. Upon any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the then record holders of shares of Series A
Preferred Stock will be entitled to receive out of the assets of the Corporation
available for distribution to shareholders, before any distribution is made to
holders of common stock or any other equity securities of the Corporation
ranking junior upon liquidation to the Series A Preferred Stock, distributions
upon liquidation in the amount of $25 per share plus an amount equal to any
accrued and unpaid dividends for the current monthly dividend period to the date
of payment. Such amount shall be paid to the holders of the Series A Preferred
Stock prior to any payment or distribution to the holders of the common stock of
the Corporation or of any other class of stock or series thereof of the
Corporation ranking junior to the Series A Preferred Stock in respect of
dividends or as to the distribution of assets upon liquidation.
2. If upon any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, the amounts payable with respect to the Series
A Preferred Stock and any other shares of stock of the Corporation ranking as to
any such distribution on a parity with the Series A Preferred Stock are not paid
in full, the holders of the Series A Preferred Stock and of such other shares
will share ratably in any such distribution of assets of the Corporation in
proportion to the full liquidation preferences to which each is entitled. After
payment of the full amount of the liquidation preference to which they would
otherwise be entitled, the holders of shares of Series A Preferred Stock will
not be entitled to any further participation in any distribution of assets of
the Corporation.
3. Neither the consolidation or merger of the Corporation with
any other corporation, nor any sale, lease or conveyance of all or any part of
the property or business of the Corporation, shall be deemed to be a
liquidation, dissolution or winding up of the Corporation.
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F. VOTING RIGHTS
1. Except as described in this Section F, or except as required
by applicable law, holders of the Series A Preferred Stock will not be entitled
to receive notice of or attend or vote at any meeting of stockholders of the
Corporation.
2. If the Corporation does not pay dividends in full on the
Series A Preferred Stock for eighteen monthly dividend periods, whether
consecutive or not, the holders of outstanding shares of the Series A Preferred
Stock, together with the holders of any other shares of stock of the Corporation
having the right to vote for the election of directors solely in the event of
any failure to pay dividends, acting as a single class without regard to series,
will be entitled, by written notice to the Corporation given by the holders of a
majority in liquidation preference of such shares or by ordinary resolution
passed by the holders of a majority in liquidation preference of such shares
present in person or by proxy at a separate general meeting of such holders
convened for the purpose, to appoint two additional members of the Board of
Directors, to remove any such member from office and to appoint another person
in place of such member. Not later than 30 days after such entitlement arises,
if written notice by a majority of the holders of such shares has not been given
as provided for in the preceding sentence, the Board of Directors or an
authorized committee thereof will convene a separate general meeting for the
above purpose. If the Board of Directors or such authorized committee fails to
convene such meeting within such 30-day period, the holders of 10% of the
outstanding shares of the Series A Preferred Stock and any such other stock will
be entitled to convene such meeting. The provisions of the Corporation's
Certificate of Incorporation, as amended, and By-laws of the Corporation
relating to the convening and conduct of general meetings of stockholders will
apply with respect to any such separate general meeting. Any member of the Board
of Directors so appointed shall vacate office if, following the event which gave
rise to such appointment, the Corporation shall have resumed the payment of
dividends in full on the Series A Preferred Stock and each such other series of
stock for twelve consecutive monthly dividend periods.
3. Any variation or abrogation of the rights, preferences and
privileges of the Series A Preferred Stock by way of amendment of the
Corporation's Certificate of Incorporation, as amended, or otherwise (including,
without limitation, the authorization or issuance of any shares of the
Corporation ranking, as to dividend rights or rights on liquidation, winding up
and dissolution, senior to the Series A Preferred Stock) shall not be effective
(unless otherwise required by applicable law) except with the consent in writing
of the holders of at least two
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thirds of the outstanding aggregate liquidation preference of the outstanding
shares of the Series A Preferred Stock or with the sanction of a special
resolution passed at a separate general meeting by the holders of at least two
thirds of the aggregate liquidation preference of the outstanding shares of the
Series A Preferred Stock. Notwithstanding the foregoing, the Corporation may,
without the consent or sanction of the holders of the Series A Preferred Stock,
authorize and issue shares of the Corporation ranking, as to dividend rights and
rights on liquidation, winding up and dissolution, on a parity with or junior to
the Series A Preferred Stock.
4. No vote of the holders of the Series A Preferred Stock will be
required for the Corporation to redeem or purchase and cancel the Series A
Preferred Stock in accordance with the Restated Certificate of Incorporation of
the Corporation.
5. The Corporation will cause a notice of any meeting at which
holders of any series of Preferred Stock are entitled to vote to be mailed to
each record holder of such series of Preferred Stock. Each such notice will
include a statement setting forth (i) the date of such meeting, (ii) a
description of any resolution to be proposed for adoption at such meeting on
which such holders are entitled to vote, and (iii) instructions for deliveries
of proxies.
6. Except as set forth in this Section F, holders of Series A
Preferred Stock shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote as set forth herein)
for taking any corporate action.
G. RANK
The Series A Preferred Stock will, with respect to dividend rights and
rights on liquidation, winding up and dissolution, rank (i) senior to all
classes of common stock of the Corporation and to all other equity securities
issued by the Corporation the terms of which specifically provide that such
equity securities will rank junior to the Series A Preferred Stock (or to a
number of series of Preferred Stock which includes the Series A Preferred
Stock); (ii) on a parity with all other equity securities issued by the
Corporation the terms of which specifically provide that such equity securities
will rank on a parity with the Series A Preferred Stock (or with a number of
series of Preferred Stock which includes the Series A Preferred Stock); and
(iii) junior to all equity securities issued by the Corporation the terms of
which specifically provide that such
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equity securities will rank senior to the Series A Preferred Stock (or to a
number of series of Preferred Stock which includes the Series A Preferred
Stock). For this purpose, the term "equity securities" does not include debt
securities convertible into or exchangeable for equity securities.
H. FORM OF CERTIFICATE FOR SERIES A PREFERRED STOCK; TRANSFER AND
REGISTRATION
1. The Series A Preferred Stock shall be issued in registered
form only. The Corporation may treat the record holder of a share of Series A
Preferred Stock, including the Depository Trust Company and its nominee and any
other holder that holds such share on behalf of any other person, as such record
holder appears on the books of the registrar for the Series A Preferred Stock,
as the sole owner of such share for all purposes.
2. The transfer of a share of Series A Preferred Stock may be
registered upon the surrender of the certificate evidencing the share of Series
A Preferred Stock to be transferred, together with the form of transfer endorsed
on it duly completed and executed, at the office of the transfer agent and
registrar.
3. Registration of transfers of shares of Series A Preferred
Stock will be effected without charge by or on behalf of the Corporation, but
upon payment (or the giving of such indemnity as the transfer agent and
registrar may require) in respect of any tax or other governmental charges which
may be imposed in relation to it.
4. The Corporation will not be required to register the transfer
of a share of Series A Preferred Stock after such share has been called for
redemption.
I. REPLACEMENT OF LOST CERTIFICATES
If any certificate for a share of Series A Preferred Stock is mutilated
or alleged to have been lost, stolen or destroyed, a new certificate
representing the same share shall be issued to the holder upon request subject
to delivery of the old certificate or, if alleged to have been lost, stolen or
destroyed, compliance with such conditions as to evidence, indemnity and the
payment of out-of-pocket expenses of the Corporation in connection with the
request as the Board of Directors may determine.
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J. NO PREEMPTIVE RIGHTS
Holders of the Series A Preferred Stock will have no preemptive or
preferential rights to purchase any securities of the Corporation.
K. NO REPURCHASE AT THE OPTION OF HOLDERS; MISCELLANEOUS
Holders of Series A Preferred Stock will have no right to require the
Corporation to redeem or repurchase any shares of Series A Preferred Stock, and
the shares of Series A Preferred Stock are not subject to any sinking fund or
similar obligation. The Corporation may, at its option, purchase shares of the
Series A Preferred Stock from holders thereof from time to time, by tender, in
privately negotiated transactions or otherwise."
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereunto affixed and this Certificate to be signed and issued by its Secretary,
this 30th day of April, 1999.
ORIENTAL FINANCIAL GROUP INC.
By: /s/ Carlos O. Souffront
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Carlos O. Souffront
Secretary
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