1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- FORM 8-K/A (AMENDMENT NO. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: September 25, 2001 ORIENTAL FINANCIAL GROUP INC. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Commonwealth of Puerto Rico 001-12647 66-0538893 --------------------------------------------- --------------------- -------------------- (State or other Jurisdiction of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.) Monacillos Ward 1000 San Roberto Street San Juan, Puerto Rico 00926 ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (787) 771-6800 ================================================================================ 2 -2- Item 4. Changes in Registrant's Certifying Accountant. As stated in its report on Form 8-K filed with the SEC on September 28, 2001, the Board of Directors of Oriental Financial Group Inc. (the "Company") appointed Deloitte & Touche as the Company's independent accountants for each of the three fiscal years in the period ending June 30, 2004. The Board of Directors reached this decision upon the recommendation of its Audit Committee, which reviewed and considered all of the proposals submitted to the Company, including the proposal submitted by PricewaterhouseCoopers LLP ("PWC"). The Company does not agree with a statement made by PWC in their letter attached as an exhibit hereto, in which PWC states that they were "dismissed" by the Company. The Company believes that such a statement may be inaccurate because at no time was PWC engaged as the Company's independent accountants for fiscals 2002, 2003 and/or 2004. Their prior engagements with the Company were limited to periods of one year each. Therefore, they did not have a contractual arrangement with the Company for fiscals 2002, 2003 and/or 2004. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (e) Exhibits. Exhibit No. Description ----------- ----------- 16 Letter of PricewaterhouseCoopers LLP SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ORIENTAL FINANCIAL GROUP INC. Date: October 8, 2001 By: /s/ Jose Enrique Fernandez ------------------------------------- Jose Enrique Fernandez Chairman of the Board of Directors, President and Chief Executive Officer