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 January 30, 1997
ORIENTAL FINANCIAL GROUP INC.
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(Exact name of registrant as specified in charter)
Puerto Rico 001-12647 66-0538893
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(State or other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
Hato Rey Tower
Suite 503
268 Munoz Rivera Avenue
Hato Rey, San Juan, Puerto Rico 00918
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(Address of principal executive offices)
Registrant's telephone number, including area code: 787-766-1986
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This report consists of 4 pages
ITEM 5. OTHER EVENTS.
A. HOLDING COMPANY REORGANIZATION
On January 24, 1997 (the "Effective Date"), the bank holding company
reorganization, pursuant to which the Registrant acquired all of the shares of
common stock (except for directors' qualifying shares) of Oriental Bank and
Trust, San Juan, Puerto Rico (the "Bank"), was completed. The shares of the
Bank were registered with the Federal Deposit Insurance Corporation under
Section 12(b) of the Securities Exchange Act of 1934, and were listed for
trading with the New York Stock Exchange (trading symbol: "OBT").
The holding company reorganization was carried out pursuant to an
Agreement and Plan of Merger dated as of June 18, 1996, by and between the
Registrant, the Bank and Oriental Interim Bank. On the Effective Date, each
share of issued and outstanding common stock of the Bank, par value $1.00 per
share, was exchanged for one share of common stock of the Registrant, par value
$1.00 per share, and the Registrant thereby became the holding company of the
Bank.
Registrant filed a registration statement on Form 8-B with the Securities
and Exchange Commission (the "Commission") on January 10, 1997 in order to
register its shares of common stock under Section 12(b) of the 1934 Act, and
pursuant thereto will be required to file all future reports with the
Commission under the 1934 Act. The shares of common stock of Registrant have
also been listed with the New York Stock Exchange (trading symbol: "OFG").
2. SHARE REPURCHASE PROGRAM
The Board of Directors and shareholders of the Bank had approved a share
repurchase program pursuant to which the Bank was authorized: (a) to repurchase
in the open market up to 490,000 shares of the Bank's issued and outstanding
shares of common stock (adjusted to 588,000 shares upon the Bank's six-for-five
stock dividend that was paid on October 17, 1996), (b) to retire from
circulation any shares so repurchased, and (c) to reduce its outstanding
capital by an amount equal to the price paid for any shares so repurchased.
Pursuant to said approvals and the authorization of the Federal Deposit
Insurance Corporation and the Puerto Rico Commissioner of Financial
Institutions, the Bank repurchased in the open market a total of 275,000 of its
shares of common stock prior to the Effective Date of the Reorganization.
The Board of Directors of the Registrant has approved the continuance of
such repurchase program and therefore has adopted
resolutions authorizing the repurchase by the Registrant in the open market
of up 313,000 shares of its common stock, par value $1.00 per share. The
shares so repurchased shall be either (i) held by the Registrant as treasury
shares or (ii) retired from circulation and canceled immediately upon
repurchase and shall thereupon be considered to be authorized but unissued
shares of common stock of the Registrant.
A copy of the Registrant's press release, dated January 30, 1997,
announcing the continuation of the repurchase program is attached hereto as
Exhibit 7(c)(1) and is incorporated by reference.
C. BANK'S 1996 STOCK OPTION PLAN
The Registrant filed as Exhibit 10.3 to the registration statement on Form
8-B filed with the Commission via EDGAR on January 10, 1997 a copy of the
Bank's 1996 Stock Option Plan (the "1996 Plan"). The filed version of the 1996
Plan contained a mistake in Article 3 of the General Provisions of the 1996
Plan in that it stated that the maximum number of shares authorized to be
issued under the 1996 Plan were 350,000 shares instead of the correct number of
600,000 shares approved by the Board of Directors of the Bank at the meeting
held on November 25, 1996.
A corrected copy of the Bank's 1996 Stock Option Plan is filed herewith as
Exhibit 7(c)(2).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
(1) Press release, dated January 30, 1997, announcing the approval
by the Board of Directors of the Registrant of the repurchase in the
open market of up to 313,000 shares of common stock of the
Registrant, par value $1.00 per share. E-1
(2) Oriental Bank and Trust 1996 Stock Option Plan E-2
SIGNATURES
Under 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.
ORIENTAL FINANCIAL GROUP INC.
Date: January 30, 1997
By: \S\ RICARDO RAMOS
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Name: Ricardo Ramos
Title: Senior Vice President