Current Report Filing (8-k)
March 02 2015 - 7:35AM
Edgar (US Regulatory)
UNITED STATES
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): February 27, 2015
DORAL FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Puerto Rico |
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001-31579 |
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66-0312162 |
(State or other jurisdiction of
incorporation or organization) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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1451 Franklin D. Roosevelt Avenue, San Juan, Puerto Rico |
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00920-2717 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (787) 474-6700
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
As previously disclosed, Doral Financial Corporation (the Company) and
certain of its subsidiaries (collectively with the Company, Doral) filed a lawsuit against the Commonwealth of Puerto Rico (the Commonwealth), the Puerto Rico Department of the Treasury (the Treasury Department)
and the Secretary of the Treasury Department, Hon. Melba Acosta Febo, in her official capacity, as defendants, in the Court of First Instance of Puerto Rico (the Court of First Instance) seeking to enforce the Closing Agreement dated
March 26, 2012 between Doral and the Treasury Department (the Closing Agreement) and to collect the $229 million owed to Doral under the Closing Agreement. On October 10, 2014 the Court of First Instance issued its ruling
holding that the Closing Agreement is a valid and binding obligation enforceable against the Commonwealth.
On December 31, 2014, the Commonwealth
appealed the ruling to the Court of Appeals of Puerto Rico (the Court of Appeals). On February 25, 2015, the Court of Appeals issued its ruling reversing the Court of First Instance and holding that the Closing Agreement is void. On
February 27, 2015, Doral petitioned for Certiorari to the Supreme Court of Puerto Rico (the Supreme Court) to appeal the decision of the Court of Appeals.
On February 27, 2015, the Supreme Court denied Dorals petition for Certiorari. Therefore, the determination of the Court of Appeals remains and the
Closing Agreement has been determined to be void.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within the meaning of, and subject to the protection of, the Private Securities Litigation Reform Act of
1995, as amended. In addition, the Company may make forward-looking statements in its other press releases, filings with the Securities and Exchange Commission (the SEC) or in other public or shareholder communications and its senior
management may make forward-looking statements orally to analysts, investors, the media and others.
Forward-looking statements can be identified by the
fact that they do not relate strictly to historical or current facts, but instead represent the Companys current expectations regarding future events. Such forward-looking statements may be generally identified by the use of words or phrases
such as would be, will allow, intends to, will likely result, are expected to, will continue, is anticipated, estimate, project,
believe, expect, predict, forecast, anticipate, plan, outlook, target, goal, and similar expressions and future conditional verbs such as
would, should, could, might, can or may or similar expressions.
The Company
cautions readers not to place undue reliance on any of these forward-looking statements since they speak only as of the date made and represent the Companys expectations of future conditions or results and are not guarantees of future
performance. The Company does not undertake and specifically disclaims any obligations to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of those statements other than as required
by law, including the requirements of applicable securities laws.
Forward-looking statements are, by their nature, subject to risks and uncertainties and
changes in circumstances, many of which are beyond the Companys control. Factors that could cause the Companys actual results to differ materially from those described in forward-looking statements include the adequacy of the
Companys capital and liquidity, the Companys ability to continue to operate its business as a going concern, the Company obtaining non-objection from the Office of Chief Accountant of the Division of Corporation Finance with respect to
its accounting treatment of certain of its commercial assets, and the effect of legal or regulatory proceedings, tax legislation and tax rules, the Companys ability to use its deferred tax assets and related reserves under the 2006 closing
agreement between Doral and the Treasury Department, the potential delisting of the Companys common stock from the New York Stock Exchange, compliance and regulatory matters and new accounting standards and guidance on the Companys
financial condition and results of operations. These factors and additional factors that may cause the Companys results to differ from forward-looking statements are described more completely under the heading Item 1A. Risk Factors
in the Companys Annual Report on Form 10-K, which was filed with the SEC on March 21, 2014 and is available on the Companys website at www.doralbank.com, as updated from time to time with the Companys periodic and other
reports filed and to be filed with the SEC.
Pursuant to 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 hereunto duly authorized.
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DORAL FINANCIAL CORPORATION |
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Date: March 2, 2015 |
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By: |
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/s/ Enrique R. Ubarri
Enrique R. Ubarri Executive Vice President and General
Counsel |
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