Item 2.02 Results of Operations and Financial Condition
On May 7, 2009, Doral Financial Corporation ("Doral Financial" or the
"Company") issued a press release announcing the filing of its Quarterly Report
on Form 10-Q for the quarter ended March 31, 2009, including its unaudited
financial statements for the quarter ended March 31, 2009. A copy of the press
release is attached hereto as Exhibit 99.1.
The information furnished pursuant to this Item 2.02 of this Current Report
on Form 8-K, including the portions of its press release included in
Exhibit 99.1 relating to its unaudited results of operations and financial
condition for the quarter ended March 31, 2009, shall not be deemed "filed" for
purposes of the Securities Exchange Act of 1934, as amended, nor shall it be
incorporated by reference into any of Doral Financial's filings under the
Securities Act of 1933, as amended, unless otherwise expressly stated in such
filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of certain Officers; Compensatory Arrangements of Certain Officers
On May 12, 2009 Mr. Kevin Twomey resigned from the Board of Directors of the
Company and the Board of Directors of Doral Bank. Mr. Twomey was also the
chairperson of the Audit Committee. Given his resignation, Mr. Twomey will not
stand for election as a member of the Board of Directors of the Company at the
2009 Annual Meeting of Shareholders to be held on May 13, 2009.
On May 12, 2009, Mr. Raymond Quinlan was designated as the new chairperson of
the Audit Committee.
The Board of Directors of the Company has determined that Mr. Quinlan is an
"audit committee financial expert" for purposes of the rules of the Securities
and Exchange Commission (the "SEC") adopted pursuant to the Sarbanes-Oxley Act
of 2002. For a brief listing of the relevant experience of Mr. Quinlan, please
refer to the section titled "Proposal 1-Election of Directors and Related
Matters-Election of Directors" of the Company's Proxy Statement for the 2009
Annual Meeting of Shareholders that was filed with the SEC on April 9, 2009.
Item 8.01 Other Events
On May 7, 2009, the Board of Directors of Doral Financial announced the
commencement of an offer to exchange a stated amount of its shares of common
stock and a cash payment in exchange for a limited number of its shares of
outstanding preferred stock. The offer to exchange commenced on May 7, 2009 and
expires on June 8, 2009. Each of the four series of outstanding preferred stock
of Doral Financial are eligible to participate in the exchange offer, subject to
all the terms and conditions set forth in the Tender Offer Statement that was
filed by the Company with the SEC on May 7, 2009, as amended by Amendment No. 1
to the Tender Offer Statement that was filed by the Company with the SEC on
May 8, 2009.
A copy of the press release that includes the announcement as the
commencement by Doral Financial of the offer to exchange is attached hereto as
Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release dated May 7, 2009.