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As filed with the Securities and Exchange Commission on February 12, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DORAL FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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COMMONWEALTH OF PUERTO RICO 66-0312162
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1159 FRANKLIN D. ROOSEVELT AVENUE
SAN JUAN, PUERTO RICO 00920
(787) 749-7100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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SALOMON LEVIS
CHIEF EXECUTIVE OFFICER
DORAL FINANCIAL CORPORATION
1159 FRANKLIN D. ROOSEVELT AVENUE
SAN JUAN, PUERTO RICO 00920
(787) 749-7100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
IGNACIO ALVAREZ JAMES R. TANENBAUM
JAVIER D. FERRER STROOCK & STROOCK & LAVAN, LLP
PIETRANTONI MENDEZ & ALVAREZ 180 MAIDEN LANE
SUITE 1901, BANCO POPULAR CENTER NEW YORK, NEW YORK 10038-4982
209 MUNOZ RIVERA AVENUE
SAN JUAN, PUERTO RICO 00918
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-43725
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.[ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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TITLE OF SHARES TO AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BE REGISTERED REGISTERED(1) AGGREGATE PRICE PER UNIT(2) AGGREGATE OFFERING PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $1.00
par value per share......... 264,500 shares $24.00 $6,348,000 $1,872.66
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(1) Includes 34,500 shares subject to the over-allotment option granted to
the underwriters by the Company.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the last sales price per share of the
Common Stock on February 12, 1998, reported by the National Association of
Securities Dealers Automated Quotation National Market System.
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INCORPORATION OF EARLIER REGISTRATION
STATEMENT BY REFERENCE
The Registrant hereby incorporates by reference the contents of its
Registration Statement on Form S-3 (Registration No. 333-43725), which was
declared effective by the Securities and Exchange Commission on February 12,
1998.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in San Juan, Puerto Rico, on the 12th day of February, 1998.
DORAL FINANCIAL CORPORATION
By: /s/ Salomon Levis
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Salomon Levis
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on February 12, 1998 by the following
persons in the capacities indicated:
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<CAPTION>
SIGNATURE TITLE
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<S> <C>
/s/ Salomon Levis Chairman of the Board and
- ------------------------------------------------------ Chief Executive Officer
Salomon Levis
/s/ Richard F. Bonini Senior Executive Vice
- ------------------------------------------------------ President, Chief Financial Officer
Richard F. Bonini and Director
* Vice President and
- ------------------------------------------------------ Chief Accounting Officer
Ricardo Melendez
/s/ A. Brean Murray Director
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A. Brean Murray
* Director
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Edgar M. Cullman, Jr.
* Director
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John L. Ernst
* Director
- ------------------------------------------------------
Frederick M. Danziger
* Director
- ------------------------------------------------------
Zoila Levis
* Director
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Victor M. Pons, Jr.
*/s/ Richard F. Bonini
- ------------------------------------------------------
Richard F. Bonini,
as attorney-in-fact for each
of the persons indicated
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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<S> <C> <C>
5 - Opinion regarding legality and consent of Pietrantoni Mendez & Alvarez.
8 - Opinion regarding tax matters of Pietrantoni Mendez & Alvarez.
23.1 - Consent of Price Waterhouse.
23.2 - Consent of Pietrantoni Mendez & Alvarez (included in the opinion of counsel filed as
Exhibit 5 hereto).
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EXHIBIT 5
February 12, 1998
Doral Financial Corporation
1159 Franklin D. Roosevelt Avenue
San Juan, Puerto Rico 00920
Dear Sirs:
We have acted as counsel to Doral Financial Corporation, a Puerto Rico
corporation (the "Company") in connection with the preparation and filing of a
Registration Statement on Form S-3 pursuant to Rule 462(b) with respect to
Registration Statement on Form S-3 (File No. 333-43725) (together, the
"Registration Statement") relating to the public offering of up to 264,500
shares (the "Shares") of the Common Stock, $1.00 par value per share, of the
Company. As counsel to the Company, we have examined such documents, corporate
records and other instruments, and such questions of law, as we have deemed
necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we are of the opinion that when the
Registration Statement shall have been declared effective, when the Shares have
been issued in accordance with the authorization of the Board of Directors of
the Company, and when the Shares have been duly countersigned by the Company's
transfer agent and registrar and sold and delivered as contemplated by the
Registration Statement and the Underwriting Agreement referred to therein, the
Shares will be duly authorized and validly issued, fully-paid and nonassessable.
We are members of the Bar of the Commonwealth of Puerto Rico and do not
purport to be experts in, or to render any opinions with respect to, the laws of
any state or jurisdiction other than the laws of the Commonwealth of Puerto Rico
and the Federal laws of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Prospectus contained in the Registration Statement. In giving
the foregoing consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ PIETRANTONI MENDEZ & ALVAREZ
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EXHIBIT 8
February 12, 1998
Doral Financial Corporation
1159 Franklin D. Roosevelt Avenue
San Juan, Puerto Rico 00920
Gentlemen:
We have acted as counsel for Doral Financial Corporation (the "Company") in
connection with the preparation and filing of a Registration Statement on Form
S-3 pursuant to Rule 462(b) with respect to Registration Statement on Form S-3
(No. 333-43725) (together, the "Registration Statement") relating to the public
offering of up to 264,500 shares (the "Shares") of Common Stock, $1.00 par
value, of the Company.
We have examined the prospectus contained in the Registration Statement
(the "Prospectus") and have reviewed the summary of certain Federal and Puerto
Rico income tax considerations of the proposed offering described in the
Prospectus (the "Summary") appearing under the captions "Certain Federal Income
Tax Considerations" and "Certain Puerto Rico Income Tax Considerations." We have
also reviewed such other documents and instruments and have examined such
questions of law as we have considered necessary for the purpose of this
opinion. In addition, we have relied on certificates of officers of the Company
as to certain factual matters.
It is our opinion that the statements of law contained in the Summary,
subject to the limitations stated in the Summary and below, while not purporting
to discuss all possible Federal and Puerto Rico income tax ramifications of the
offering, are accurate statements of the principal Federal and Puerto Rico tax
consequences to the investors who purchase Shares in the offering described in
the Prospectus.
Our opinion is based upon the review of the Prospectus and of applicable
Federal and Puerto Rico income tax statutes, regulations, rulings and decisions,
as now in effect. A change in any of the foregoing could necessitate a change in
our opinion. In addition, our opinion pertains only to the accuracy of the
statements of law contained in the Summary. As to statements of fact, we are
relying upon your representation that such factual statements are accurate.
Very truly yours,
/s/ PIETRANTONI MENDEZ & ALVAREZ
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-3 of our
report dated January 31, 1997, except for the stock split described in Note 31,
which is as of August 28, 1997, relating to the financial statements of Doral
Financial Corporation (formerly, First Financial Caribbean Corporation), which
is included in the Prospectus constituting part of the Registration Statement on
Form S-3 (No. 333-43725) which is incorporated by reference in this Registration
Statement on Form S-3. We also consent to the reference to us under the heading
"Experts" in such Prospectus incorporated by reference.
/s/ Price Waterhouse
PRICE WATERHOUSE
San Juan, Puerto Rico
February 12, 1998
