<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
----------------------------------
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): September 22, 1995
First Financial Caribbean Corporation
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Puerto Rico 0-17224 66-0312162
- ------------------------- ----------- -------------------
(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File No.) Identification No.)
1159 Franklin D. Roosevelt Avenue, San Juan, Puerto Rico 00920
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (809) 749-7100
--------------
<PAGE> 2
Item 5. Other Events
------------
First Financial Caribbean Corporation (NASDAQ: FRCC) (the "Company"
or "FFCC"), today announced that it had reached an agreement in principle with
BanPonce Corporation (NASDAQ:BPOP), a bank holding company headquartered in San
Juan, Puerto Rico, for the issuance and sale to BanPonce of up to $10,000,000
of its 8.25% Convertible Subordinated Debentures Due January 1, 2006 (the
"Debentures") in a private placement transaction. The Debentures will not be
registered under the Securities Act of 1933 and may not be offered or sold in
the United States absent such registration or an applicable exemption from the
registration requirements of the Act. The Debentures would be convertible into
shares of Common Stock of the Company at a conversion price of $17.50 per
share, subject to adjustment in certain events.
The Company announced that the issuance of the Debentures is subject
to the execution of a Debenture Purchase Agreement with BanPonce, which it
expects to close early next week. $6,645,905 of the Debentures (convertible
into approximately 4.99% of the outstanding shares of Common Stock of the
Company) would be issued concurrently with the execution of the Agreement. The
issuance and sale of the remaining $3,354,095 of Debentures would be subject to
BanPonce obtaining approval of the Federal Reserve Board for the additional
investment in the Debentures. Under the terms of the Agreement, BanPonce would
have 90 days from the date of the execution of the Agreement to obtain such
approval. If the entire $10,000,000 of the Debentures is issued, they would be
convertible
<PAGE> 3
into approximately 571,428 shares or 7.3% of FFCC's total outstanding shares of
Common Stock (7.0% on a fully diluted basis).
Under the terms of the Agreement, BanPonce would also obtain the
right to acquire up to 200,000 additional shares of Common Stock at a price of
$17.50 per share (subject to adjustment in certain events) to the extent that
the shares of Common Stock issued or issuable upon conversion of the Debentures
represented less than 5% of FFCC's fully diluted outstanding shares of Common
Stock. If BanPonce does not consummate the acquisition of the additional
$3,354,095 Debentures as a result of its inability to obtain Federal Reserve
Board approval, such 5% threshold would be reduced proportionally. Such right
to acquire additional shares expires on June 30, 1999 and is also subject to
termination upon the occurrence of certain corporate events involving the
Company.
Item 7. Financial Statements, Pro Forma, Financial Information and Exhibits
(c) Exhibits
(99) Press Release dated September 22, 1995.
<PAGE> 4
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant had duly caused this report to be signed on its behalf of the
undersigned thereunto duly authorized.
FIRST FINANCIAL CARIBBEAN CORPORATION
By: /s/ Richard F. Bonini
-----------------------------------
Richard F. Bonini
Senior Executive Vice President
Date: September 22, 1995
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Page
- -------------- ----------- ----
<S> <C>
99 Press Release dated
September 22, 1995
</TABLE>
<PAGE> 1
EXHIBIT 99
(LOGO) FIRST FINANCIAL CARIBBEAN CORPORATION
FOR IMMEDIATE RELEASE FOR: FIRST FINANCIAL CARIBBEAN CORPORATION
CONTACT: Richard F. Bonini (212) 561-8711
(809) 749-7108
FIRST FINANCIAL CARIBBEAN CORPORATION
ANNOUNCES PROPOSED PRIVATE PLACEMENT OF
CONVERTIBLE SUBORDINATED DEBENTURES
San Juan, Puerto Rico, September 22, 1995.
First Financial Caribbean Corporation (NASDAQ: FRCC), today announced
that it had reached an agreement in principle with BanPonce Corporation
(NASDAQ:BPOP), a bank holding company headquartered in San Juan, Puerto Rico,
for the issuance and sale to BanPonce of up to $10,000,000 of its 8.25%
Convertible Subordinated Debentures Due January 1, 2006 (the "Debentures") in a
private placement transaction. The Debentures will not be registered under the
Securities Act of 1933 and may not be offered or sold in the United States
absent such registration or an applicable exemption from the registration
requirements of the Act. The Debentures would be convertible into shares of
Common Stock of the Company at a conversion price of $17.50 per share, subject
to adjustment in certain events.
The Company announced that the issuance of the Debentures is subject to
the execution of a Debenture Purchase Agreement with BanPonce, which it expects
to close early next week. $6,645,905 of the Debentures (convertible into
approximately 4.99% of the outstanding shares of Common Stock of the Company)
would be issued concurrently with the execution of the Agreement. The issuance
and sale of the remaining $3,354,095 of Debentures would be subject to BanPonce
obtaining approval of the Federal Reserve Board for the
<PAGE> 2
2
additional investment in the Debentures. Under the terms of the Agreement,
BanPonce would have 90 days from the date of the execution of the Agreement to
obtain such approval. If the entire $10,000,000 of the Debentures is issued,
they would be convertible into approximately 571,428 shares or 7.3% of FFCC's
total outstanding shares of Common Stock (7.0% on a fully diluted basis).
Under the terms of the Agreement, BanPonce would also obtain the right
to acquire up to 200,000 additional shares of Common Stock at a price of $17.50
per share (subject to adjustment in certain events) to the extent that the
shares of Common Stock issued or issuable upon conversion of the Debentures
represented less than 5% of FFCC's fully diluted outstanding shares of Common
Stock. If BanPonce does not consummate the acquisition of the additional
$3,354,095 Debentures as a result of its inability to obtain Federal Reserve
Board approval, such 5% threshhold would be reduced proportionally. Such right
to acquire additional shares expires on June 30, 1999 and is also subject to
termination upon the occurrence of certain corporate events involving the
Company.
