defa14a
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
þ |
|
Filed by the Registrant |
|
o |
|
Filed by a Party other than the Registrant |
Check the appropriate box:
o |
|
Preliminary Proxy Statement |
o |
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
o |
|
Definitive Proxy Statement |
þ |
|
Definitive Additional Materials |
o |
|
Soliciting Material Pursuant to Section 240.14a-12 |
FIRST BANCORP.
(Name of Registrant as Specified In Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ |
|
No fee required. |
|
o |
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|
1) |
|
Title of each class of securities to which transaction applies: |
|
|
2) |
|
Aggregate number of securities to which transaction applies: |
|
|
3) |
|
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): |
|
|
4) |
|
Proposed maximum aggregate value of transaction: |
|
|
5) |
|
Total fee paid: |
o |
|
Fee paid previously with preliminary materials. |
|
o |
|
Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule, and the
date of its filing. |
|
1) |
|
Amount Previously Paid: |
|
|
2) |
|
Form, Schedule or Registration Statement No.: |
|
|
3) |
|
Filing Party: |
|
|
4) |
|
Date Filed: |
|
|
|
|
|
|
|
|
News Release |
FIRST BANCORP ANNOUNCES ADJOURNMENT OF SPECIAL STOCKHOLDER MEETING
Special Meeting to be Reconvened on Friday, September 9, 2011
First BanCorp Stockholders Are Encouraged To Vote
SAN JUAN, Puerto Rico August 23, 2011 First BanCorp (the Corporation) (NYSE: FBP) announced
today that the Special Meeting of the Corporations Stockholders scheduled for today for the
purpose of obtaining stockholder approval of the issuance of 150 million shares of the
Corporations common stock for $3.50 per share was adjourned due to the lack of the requisite
quorum. A majority of the Corporations outstanding common stock must be present at the Special
Meeting, either in person or by proxy, to establish a quorum. Although over 92% of the votes that
have been received to date have been cast in favor of the proposal, approximately 46% of the
outstanding shares have voted. The Special Meeting of the Corporations Stockholders has been
adjourned to 11:00 a.m. (EDT) on September 9, 2011 and will be held at the Sheraton Puerto Rico
Hotel & Casino, 22 Convention Blvd., San Juan, Puerto Rico.
The meeting is being adjourned to provide the Corporation with additional time to solicit proxies
from its stockholders to establish the requisite quorum for the conduct of business at the Special
Meeting of Stockholders.
The Corporations proxy materials, including its Notice of the Special Meeting, which were
previously filed and mailed to the Corporations stockholders on or about July 21, 2011, as well as
the agenda for the meeting set out therein, remain unchanged. The record date for the stockholders
entitled to vote at the special meeting remains the close of business on July 5, 2011.
Stockholders who have already voted on the proposal do not need to take any further action.
Stockholders who have not voted as of yet are encouraged to submit their votes, even if they have
sold their shares subsequent to the record date. Proxies for the adjourned meeting will be accepted
beginning on August 24, 2011 and until 11:59 p.m. (EDT) on September 8, 2011. Instructions for
|
|
|
|
|
|
|
|
News Release |
voting are provided on the proxy card sent to stockholders. Should stockholders have questions on
providing voting instructions they should contact the Corporation at the number set forth below.
About First BanCorp
First BanCorp is the parent corporation of FirstBank Puerto Rico, a state-chartered commercial bank
with operations in Puerto Rico, the Virgin Islands and Florida, and of FirstBank Insurance Agency.
First BanCorp and FirstBank Puerto Rico operate within U.S. banking laws and regulations. The
Corporation operates a total of 161 branches, stand-alone offices and in-branch service centers
throughout Puerto Rico, the U.S. and British Virgin Islands, and Florida. Among the subsidiaries of
FirstBank Puerto Rico are First Federal Finance Corp., a small loan company; FirstBank Puerto Rico
Securities, a broker-dealer subsidiary; First Management of Puerto Rico; and FirstMortgage, Inc., a
mortgage origination company. In the U.S. Virgin Islands, FirstBank operates First Express, a small
loan company. First BanCorps common and publicly-held preferred shares trade on the New York Stock
Exchange under the symbols FBP, FBPPrA, FBPPrB, FBPPrC, FBPPrD and FBPPrE. Additional information
about First BanCorp may be found at www.firstbankpr.com.
Safe Harbor
This press release may contain forward-looking statements concerning the Corporations future
economic performance. The words or phrases expect, anticipate, look forward, should,
believes and similar expressions are meant to identify forward-looking statements within the
meaning of Section 27A of the Private Securities Litigation Reform Act of 1995, and are subject to
the safe harbor created by such section. The Corporation wishes to caution readers not to place
undue reliance on any such forward-looking statements, which speak only as of the date made, and
to advise readers that various factors, including, but not limited to, uncertainty about whether
the Corporation will be able to fully comply with the written agreement dated June 3, 2010 that the
Corporation entered into with the Federal Reserve Bank of New York (FED) and the order dated June
2, 2010 (the Order) that FirstBank Puerto Rico entered into with the FDIC and the Office of the
Commissioner of Financial Institutions of Puerto Rico that, among other things, require FirstBank
to attain certain capital levels and reduce its special mention, classified, delinquent and
non-accrual assets; uncertainty as to whether the Corporations stockholders will approve the
proposal to issue
2
|
|
|
|
|
|
|
|
News Release |
shares of common stock in the capital raise, which will enable the Corporation to
compel the U.S. Treasury to convert into common stock the shares of Series G Preferred Stock that
the Corporation issued to the U.S. Treasury; uncertainty as to whether the Corporation will be able
to complete any other future capital-raising efforts; uncertainty as to the availability of certain
funding sources, such as retail brokered CDs; the Corporations reliance on brokered CDs and its
ability to obtain, on a periodic basis, approval from the FDIC to issue brokered CDs to fund
operations and provide liquidity in accordance with the terms of the Order; the risk of not being
able to fulfill the Corporations cash obligations or pay dividends to its shareholders in the
future due to its inability to receive approval from the FED to receive
dividends from FirstBank Puerto Rico; the risk of being subject to possible additional regulatory
actions; the strength or weakness of the real estate markets and of the consumer and commercial
credit sectors and their impact on the credit quality of the Corporations loans and other assets,
including the Corporations construction and commercial real estate loan portfolios, which have
contributed and may continue to contribute to, among other things, the high levels of
non-performing assets, charge-offs and the provision expense and may subject the Corporation to
further risk from loan defaults and foreclosures; adverse changes in general economic conditions in
the United States and in Puerto Rico, including the interest rate scenario, market liquidity,
housing absorption rates, real estate prices and disruptions in the U.S. capital markets, which may
reduce interest margins, impact funding sources and affect demand for all of the Corporations
products and services and the value of the Corporations assets; an adverse change in the
Corporations ability to attract new clients and retain existing ones; a decrease in demand for the
Corporations products and services and lower revenues and earnings because of the continued
recession in Puerto Rico and the current fiscal problems and budget deficit of the Puerto Rico
government; uncertainty about regulatory and legislative changes for financial services companies
in Puerto Rico, the United States and the U.S. and British Virgin Islands, which could affect the
Corporations financial performance and could cause the Corporations actual results for future
periods to differ materially from prior results and anticipated or projected results; uncertainty
about the effectiveness of the various actions undertaken to stimulate the United States economy
and stabilize the United States financial markets, and the impact such actions may have on the
Corporations business, financial condition and results of operations; changes in the fiscal and
monetary policies and regulations of the federal government, including those determined by the
Federal Reserve System, the FDIC, government-sponsored housing agencies and local regulators in
3
|
|
|
|
|
|
|
|
News Release |
Puerto Rico and the U.S. and British Virgin Islands; the risk of possible failure or circumvention
of controls and procedures and the risk that the Corporations risk management policies may not be
adequate; the risk that the FDIC may further increase the deposit insurance premium and/or require
special assessments to replenish its insurance fund, causing an additional increase in the
Corporations non-interest expense; risks of not being able to recover the assets pledged to Lehman
Brothers Special Financing, Inc.; impact to the Corporations results of operations and financial
condition associated with acquisitions and dispositions; a need to recognize additional impairments
on financial instruments or goodwill relating to acquisitions; the adverse effect of litigation;
risks that further downgrades in the credit ratings of the Corporations long-term senior debt will
adversely affect the Corporations ability to make future borrowings; general competitive factors
and industry consolidation; and the possible future dilution to holders of common stock resulting
from additional issuances of common stock or securities convertible into common stock. The
Corporation does not undertake, and specifically disclaims any obligation, to update any
forward-looking statements to reflect occurrences or unanticipated events or circumstances after
the date of such statements.
###
First BanCorp
Sara Alvarez
Vice President
Corporate Affairs Office
sara.alvarez@firstbankpr.com
(787) 729-8041
4