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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
W Holding Company, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Puerto Rico In Organization
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
19 West McKinley Street, Mayaguez, Puerto Rico 00680
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form
relates: 333-76975
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Which
Title of Each Class Each Class is to be
to be so Registered Registered
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N/A N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $1.00 per share
7.125% Non-Cumulative, Convertible Preferred Stock, Series A
7.25% Noncumulative Monthly Income Preferred Stock, 1999 Series B
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant hereby incorporates the descriptions of its common
stock, series A preferred stock and series B preferred stock into this
Registration Statement on Form 8-A by reference to the descriptions contained in
the Registrant's Registration Statement on Form S-4 (Reg. No. 333-76975),
previously declared effective by the Securities and Exchange Commission.
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ITEM 2. EXHIBITS
1. Certificate of Incorporation of the Registrant.
(Incorporated herein by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-4 (Reg. No.
333-76975)).
2. Certificate of Corporate Resolution designating the terms
of the Registrant's 7.25% Noncumulative Monthly Income
Preferred Stock, 1999 Series B (Incorporated herein by
reference to Exhibit 3.1.1 to the Registrant's Registration
Statement on Form S-4 (Reg. No. 333-76975)).
3. Bylaws of the Registrant. (Incorporated herein by
reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-4 (Reg. No. 333-76975)).
4. Specimen Certificate for the Registrant's Common Stock.
5. Specimen Certificate for the Registrant's 7.125%
Non-Cumulative, Convertible Preferred Stock, Series A.
6. Specimen Certificate for the Registrant's 7.25%
Noncumulative Monthly Income Preferred Stock, 1999 Series B.
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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 hereunto duly
authorized.
By: /s/ Freddy Maldonado
------------------------------
Name: Freddy Maldonado
Title: Chief Financial Officer
July 30, 1999
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<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit No. Description
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<S> <C>
1. Certificate of Incorporation of the Registrant.
(Incorporated herein by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-4 (Reg. No.
333-76975)).
2. Certificate of Corporate Resolution designating the terms
of the Registrant's 7.25% Noncumulative Monthly Income
Preferred Stock, 1999 Series B (Incorporated herein by
reference to Exhibit 3.1.1 to the Registrant's Registration
Statement on Form S-4 (Reg. No. 333-76975)).
3. Bylaws of the Registrant. (Incorporated herein by
reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-4 (Reg. No. 333-76975)).
4. Specimen Certificate for the Registrant's Common Stock.
5. Specimen Certificate for the Registrant's 7.125%
Non-Cumulative, Convertible Preferred Stock, Series A.
6. Specimen Certificate for the Registrant's 7.25%
Noncumulative Monthly Income Preferred Stock, 1999 Series B.
</TABLE>
<PAGE> 1
EXHIBIT 4
COMMON STOCK COMMON STOCK
NUMBER SHARES
--SPECIMEN-- --SPECIMEN--
W HOLDING COMPANY, INC.
INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PUERTO RICO
COMMON STOCK
SEE REVERSE SIDE FOR
CERTAIN LEGENDS
CUSIP 929251 10 6
THIS CERTIFIES THAT: -- SPECIMEN--
is the owner of --SPECIMEN--
Fully Paid and Nonassessable Shares of Common Stock, Par Value $1.00 Per
Share, of
W Holding Company, Inc. (the "Corporation"), a Puerto Rico corporation with its
principal executive office located in Mayaguez, Puerto Rico. This Certificate is
not valid unless countersigned by the Transfer Agent and Registrar. The shares
represented by this Certificate are transferable only on the stock transfer
books of the Corporation by the holder of record hereof or by his or her duly
authorized attorney or legal representative, upon the surrender of this
Certificate properly endorsed.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by the signatures of its duly authorized officers and its facsimile
seal to be hereunto affixed.
Dated: W HOLDING COMPANY, INC.
BY:
ATTEST: [SEAL]
SECRETARY CHAIRMAN OF THE BOARD
PRESIDENT AND CHIEF
EXECUTIVE OFFICER
Countersigned and Registered:
- --------------------------------
Transfer Agent and Registrar
- ---------------------------------
Authorized Signature
<PAGE> 2
W HOLDING COMPANY, INC.
The shares represented by this Certificate are issued subject to all the
provisions of the Certificate of Incorporation and By-laws of W Holding Company,
Inc. (the "Corporation"), as amended from time to time (copies of which are on
file at the principal executive office of the Corporation), to all of which the
holder by acceptance hereof assents.
The Corporation is authorized to issue more than one class or series of
stock. The Corporation will furnish to any stockholder, upon request and without
charge, a list of the powers, designations, preferences and relative,
participation, optional, or other special rights of each authorized class of
stock or series thereof and the conditions, limitations and restrictions of such
preferences and/or rights. Such request may be made to the Corporation at its
principal executive office.
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM -as tenants in common UNIF GIFT MIN ACT-__________Custodian__________
TEN ENT -as tenants by the entireties (Cust) (Minor)
JT TEN -as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act_______________
in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
For value received, ________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------------------
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL CODE, OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
___________________________________________________________ shares of the
Capital Stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint________________________________________________________
______________________________________________________________________________
Attorney to transfer the said shares on the books of the Corporation with full
power of substitution in the premises.
Dated ________________________
------------------------------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT.
<PAGE> 1
EXHIBIT 5
SERIES A PREFERRED STOCK SERIES A PREFERRED STOCK
NUMBER SHARES
--SPECIMEN-- --SPECIMEN--
W HOLDING COMPANY, INC.
INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PUERTO RICO
7.125% NON-CUMULATIVE, CONVERTIBLE PREFERRED STOCK, SERIES A
SEE REVERSE SIDE FOR
CERTAIN LEGENDS
CUSIP 929251 20 5
THIS CERTIFIES THAT: --SPECIMEN--
is the owner of --SPECIMEN--
Fully Paid and Nonassessable Shares of 7.125% Non-Cumulative, Convertible
Preferred Stock, Series A, Par Value $1.00 Per Share, Liquidation Preference
$25.00 Per Share, of
W Holding Company, Inc. (the "Corporation"), a Puerto Rico corporation with its
principal executive office located in Mayaguez, Puerto Rico. This Certificate is
not valid unless countersigned by the Transfer Agent and Registrar. The shares
represented by this Certificate are transferable only on the stock transfer
books of the Corporation by the holder of record hereof or by his or her duly
authorized attorney or legal representative, upon the surrender of this
Certificate properly endorsed.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by the signatures of its duly authorized officers and its facsimile
seal to be hereunto affixed.
Dated: W HOLDING COMPANY, INC.
BY:
ATTEST: [SEAL]
SECRETARY CHAIRMAN OF THE BOARD
PRESIDENT AND CHIEF
EXECUTIVE OFFICER
Countersigned and Registered:
- --------------------------------
Transfer Agent and Registrar
- ---------------------------------
Authorized Signature
<PAGE> 2
W HOLDING COMPANY, INC.
The shares represented by this Certificate are issued subject to all the
provisions of the Certificate of Incorporation and By-laws of W Holding Company,
Inc. (the "Corporation"), as amended from time to time (copies of which are on
file at the principal executive office of the Corporation), to all of which the
holder by acceptance hereof assents.
The Corporation is authorized to issue more than one class or series of
stock. The Corporation will furnish to any stockholder, upon request and without
charge, a list of the powers, designations, preferences and relative,
participation, optional, or other special rights of each authorized class of
stock or series thereof and the conditions, limitations and restrictions of such
preferences and/or rights. Such request may be made to the Corporation at its
principal executive office.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM -as tenants in common UNIF GIFT MIN ACT-__________Custodian__________
TEN ENT -as tenants by the entireties (Cust) (Minor)
JT TEN -as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act_______________
in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
For value received,________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------------------
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL CODE, OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
___________________________________________________________ shares of the
Capital Stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint _______________________________________________________
______________________________________________________________________________
Attorney to transfer the said shares on the books of the Corporation with full
power of substitution in the premises.
Dated ________________________
-----------------------------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT.
<PAGE> 1
EXHIBIT 6
SERIES B PREFERRED STOCK SERIES B PREFERRED STOCK
NUMBER SHARES
--SPECIMEN-- --SPECIMEN--
W HOLDING COMPANY, INC.
INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PUERTO RICO
7.25% NONCUMULATIVE MONTHLY INCOME PREFERRED STOCK, 1999 SERIES B
SEE REVERSE SIDE FOR
CERTAIN LEGENDS
CUSIP 929251 30 4
THIS CERTIFIES THAT: --SPECIMEN--
is the owner of --SPECIMEN--
Fully Paid and Nonassessable Shares of 7.25% Noncumulative Monthly Income
Preferred Stock, 1999 Series B, Par Value $1.00 Per Share, Liquidation
Preference $25.00 Per Share, of
W Holding Company, Inc. (the "Corporation"), a Puerto Rico corporation with its
principal executive office located in Mayaguez, Puerto Rico. This Certificate is
not valid unless countersigned by the Transfer Agent and Registrar. The shares
represented by this Certificate are transferable only on the stock transfer
books of the Corporation by the holder of record hereof or by his or her duly
authorized attorney or legal representative, upon the surrender of this
Certificate properly endorsed.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by the signatures of its duly authorized officers and its facsimile
seal to be hereunto affixed.
Dated: W HOLDING COMPANY, INC.
BY:
ATTEST: [SEAL]
SECRETARY CHAIRMAN OF THE BOARD
PRESIDENT AND CHIEF
EXECUTIVE OFFICER
Countersigned and Registered:
- --------------------------------
Transfer Agent and Registrar
- ---------------------------------
Authorized Signature
<PAGE> 2
W HOLDING COMPANY, INC.
The shares represented by this Certificate are issued subject to all the
provisions of the Certificate of Incorporation and By-laws of W Holding Company,
Inc. (the "Corporation"), as amended from time to time (copies of which are on
file at the principal executive office of the Corporation), to all of which the
holder by acceptance hereof assents.
The Corporation is authorized to issue more than one class or series of
stock. The Corporation will furnish to any stockholder, upon request and without
charge, a list of the powers, designations, preferences and relative,
participation, optional, or other special rights of each authorized class of
stock or series thereof and the conditions, limitations and restrictions of such
preferences and/or rights. Such request may be made to the Corporation at its
principal executive office.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM -as tenants in common UNIF GIFT MIN ACT-__________Custodian__________
TEN ENT -as tenants by the entireties (Cust) (Minor)
JT TEN -as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act_______________
in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
For value received, _______________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL CODE, OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
___________________________________________________________ shares of the
Capital Stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint _______________________________________________________
______________________________________________________________________________
Attorney to transfer the said shares on the books of the Corporation with full
power of substitution in the premises.
Dated ________________________
- --------------- -----------------------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT.
