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| DRL > SEC Filings for DRL > Form 8-K on 26-Mar-2009 | All Recent SEC Filings |
26-Mar-2009
Results of Operations and Financial Condition
under the terms of this Agreement or otherwise other than to pay or provide
Mr. Wahlman certain benefits, including payment of his Annual Base Salary
through the end of the month in which Mr. Wahlman's employment was terminated
(the "Date of Termination") and payment of an amount equal to one (1) time his
Annual Base Salary and bonus actually earned in respect of the preceding year.
In the event that upon or within two years following a Change in Control, the
Company terminates Mr. Wahlman's employment without Cause or Mr. Wahlman
terminates his employment for Good Reason, then Mr. Wahlman shall be entitled to
the payments described in the preceding sentence and any outstanding options
then held by Mr. Wahlman shall continue to be exercisable for twelve (12) months
following the Date of Termination.
For purposes of the employment agreement with Mr. Wahlman, a "Change of
Control" shall be deemed to have occurred if (A) all or substantially all of the
assets of the Company, Doral Holdings Delaware, LLC, a Delaware limited
liability company (the "Sponsor") or Doral Holdings, L.P., a Cayman Islands
limited partnership (the "Limited Partnership") are sold, liquidated or
distributed to a "Person" (within the meaning of Section 3(a)(9) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any
group (within the meaning of Rule 13d-5(b) under the Exchange Act), but
excluding any of the Company, any subsidiary or any employee benefit plan
sponsored or maintained by the Company or any subsidiary) that is not
controlled, directly or indirectly, by the entities (or their affiliates that
control such entities) of Bear Stearns Merchant Banking III AIV (Cayman), Ltd.,
Perry Capital, LLC, Marathon Special Opportunity Master Fund, Ltd., D.E. Shaw
Laminar Portfolios, L.L.C. and Tennenbaum Opportunities Partners V, LP
(collectively, the "Sponsoring Entities"); or (B) there occurs a reorganization,
merger, consolidation or other corporate transaction (a "Transaction") involving
(i) the Company, in each case, resulting in fifty percent (50%) or more of the
common stock of the Company held by the Sponsor, directly or indirectly,
determined on a fully diluted basis, on the date hereof, being held by a person
that is not controlled, directly or indirectly, by the Sponsoring Entities, (ii)
the Sponsor, in each case, resulting in fifty percent (50%) or more of the
equity interest of the Sponsor, directly or indirectly, immediately subsequent
to the Transaction, being held by a person that is not controlled, directly or
indirectly, by the Sponsoring Entities or (iii) the Limited Partnership, in each
case, resulting in fifty percent (50%) or more of the equity interest of the
Limited Partnership, directly or indirectly, immediately subsequent to the
Transaction, being held by a person that is not controlled, directly or
indirectly, by the Sponsoring Entities; if and only if any event listed in
(1) or (2) above results in (x) the inability of the Sponsoring Entities to
(directly or indirectly) appoint and/or elect in combination a majority of the
Board of Directors of the Company or the board of directors of the resulting
entity, or (y) Doral GP Ltd. ceasing to be controlled, directly or indirectly,
by the Sponsoring Entities. Notwithstanding the foregoing, if, in one
transaction or a series of transactions, Sponsor sells 80% or more of the Common
Stock held by the Sponsor on the Effective Date, the Limited Partnership sells
80% or more of its interests in the Sponsor held by the Limited Partnership on
the Effective Date, or the Sponsoring Entities sell 80% or more of their
interest in the Limited Partnership held by the Sponsoring Entities on the
Effective Date, then a Change in Control shall be deemed to have occurred. In
addition, in the event that any sales of Common Stock by the Sponsor, sales of
interests in the Sponsor by the Limited Partnership, and sales of interests in
the Limited Partnership by the Sponsoring Entities, in the aggregate, equal or
exceed 80% of all such equity interests determined in relationship to the Common
Stock held by the applicable foregoing entities on the Effective Date, then a
Change in Control shall also be deemed to have occurred.
A copy of the press release announcing the appointment of Mr. Wahlman and
the resignation of Mr. Domingo is attached hereto as Exhibit 99.2.
Item 8.01 Other Events
On March 20, 2009, the Board of Directors of Doral Financial announced that
it had suspended the declaration and payment of all dividends on all of Doral
Financial's outstanding series of cumulative and non-cumulative preferred stock.
The suspension of dividends is effective and commences with the dividends for
the month of April 2009 for Doral Financial's three outstanding series of
non-cumulative preferred stock and the dividends for the second quarter of 2009
for Doral Financial's one outstanding series of cumulative preferred stock.
The three outstanding series of non-cumulative preferred stock of Doral
Financial are its 7.00% Noncumulative Monthly Income Preferred Stock, Series A,
8.35% Noncumulative Monthly Income Preferred Stock, Series B and 7.25%
Noncumulative Monthly Income Preferred Stock, Series C. The one outstanding
series of cumulative preferred stock of Doral Financial is its 4.75% Perpetual
Cumulative Convertible Preferred Stock.
A copy of the press release that includes the announcement as to the
suspension of dividends by Doral Financial on all its outstanding series of
preferred stock is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release dated March 20, 2009.
99.2 Press release dated March 25, 2009.
99.3 Employment Agreement between the Company and Robert E. Wahlman.
Date: March 26, 2009 By: /s/ Glen Wakeman Name: Glen Wakeman Title: President and Chief Executive Officer
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