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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to
Commission File Number: 000-27377
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W Holding Company, Inc.
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(Exact name of registrant as specified in its charter)
Puerto Rico 66-0573197
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(State or other jurisdiction of (I.R.S. Employer Number)
incorporation or organization)
19 West McKinley Street, Mayaguez, Puerto Rico 00680
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (787) 834-8000
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N/A
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Former name, former address and former fiscal year, if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes: [ ] No: [X]
On November 10, 1999 there were 1,000 shares of the registrant's common stock,
par value $1.00 per share, outstanding.
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INDEX
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PART I. FINANCIAL INFORMATION PAGE
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Item 1: Financial Statements 1
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Item 2: Management's Discussion and Analysis of
------ Financial Condition and Results of Operations..........
Item 3: Quantitative and Qualitative Disclosures About Market Risk.....
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PART II. OTHER INFORMATION
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Item 1: Legal Proceedings
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Not Applicable
Item 2: Changes in Securities and Use of Proceeds
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Not Applicable
Item 3: Defaults Upon Senior Indebtedness
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Not Applicable
Item 4: Submission of Matters to a Vote of Stockholders
Not Applicable
Item 5: Other Information
Not Applicable
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits
Not Applicable
(b) Reports on Form 8-K
None.
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PART I
ITEM 1: FINANCIAL STATEMENTS
The Registrant is a corporation formed under the laws of the
Commonwealth of Puerto Rico in February 1999 as a wholly owned subsidiary of
Westernbank Puerto Rico, a commercial bank formed under the laws of the
Commonwealth of Puerto Rico ("Westernbank"), to serve as a bank holding company
after Westernbank completes its proposed reorganization into a holding company
structure. Pursuant to an Amended and Restated Plan of Merger and Reorganization
dated as of June 15, 1999 (the "Merger Agreement"), Western Interim Bank, a
wholly owned subsidiary of the Registrant, will merge with and into Westernbank,
with Westernbank surviving. As a result of this reorganization, Westernbank will
continue its commercial banking operations as a wholly owned subsidiary of the
Registrant.
The reorganization contemplated by the Merger Agreement has not yet
closed. Accordingly, the Registrant has not begun operations.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Registrant will commence operations upon completion of
Westernbank's holding company reorganization. Upon the reorganization, which is
expected to be completed in the fourth quarter of 1999, the business and
operations of the Registrant will be the business and operations of Westernbank.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See "Management's Discussion and Analysis of Financial Condition
and Results of Operations" above.
PART II. OTHER INFORMATION
Item 1: Legal Proceedings
Not Applicable.
Item 2: Changes in Securities and Use of Proceeds
Not Applicable
Item 3: Defaults Upon Senior Indebtedness
Not Applicable
Item 4: Submission of Matters to a Vote of Stockholders
Not Applicable
Item 5: Other Information
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Not Applicable
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits
Not Applicable
(b) Reports on Form 8-K
None
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SIGNATURE
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 thereunto duly authorized.
November 11, 1999 W Holding Company, Inc.
By: /s/ Freddy Maldonado
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Freddy Maldonado
Chief Financial Officer and
Vice President of Finance and Investments
Individually, and on behalf of the Registrant
