-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U3hLjrTKmyzIfgOcBmXsSaH6v8nIL6Jt927Yo3Y/IOZ96XPZB8KpVguwPJ3pfZiZ SeezKUpE8EXxpd5rp1Dj3Q== 0000950144-03-001072.txt : 20030203 0000950144-03-001072.hdr.sgml : 20030203 20030203171853 ACCESSION NUMBER: 0000950144-03-001072 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030203 GROUP MEMBERS: AIDILIZA LEVIS GROUP MEMBERS: DAVID LEVIS GROUP MEMBERS: DAVID RAFEAL LEVIS GROUP MEMBERS: MARIO S. LEVIS GROUP MEMBERS: ZOILA LEVIS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DORAL FINANCIAL CORP CENTRAL INDEX KEY: 0000840889 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 660312162 STATE OF INCORPORATION: PR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39891 FILM NUMBER: 03537055 BUSINESS ADDRESS: STREET 1: 1451 FRANKLIN D ROOSEVELT AVENUE CITY: SAN JUAN STATE: PR ZIP: 00920-2717 BUSINESS PHONE: 787-474-6700 MAIL ADDRESS: STREET 1: 1451 FRANKLIN D ROOSEVELT AVE STREET 2: AVENUE F D ROOSEVELT 1159 CITY: SAN JUAN STATE: PR ZIP: 00920-2717 FORMER COMPANY: FORMER CONFORMED NAME: FIRST FINANCIAL CARIBBEAN CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEVIS SALOMON CENTRAL INDEX KEY: 0000946158 STATE OF INCORPORATION: PR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1451 FD ROOSEVELT AVENUE CITY: SAN JUAN STATE: PR ZIP: 00920 BUSINESS PHONE: 8092741330 MAIL ADDRESS: STREET 1: 1451 FD ROOSEVELT AVENUE CITY: SAN JUAN STATE: PR ZIP: 00920 SC 13D/A 1 g80447a6sc13dza.htm DORAL FINANCIAL CORPORATION/SALOMON LEVIS sc13dza
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

Doral Financial Corporation

(Name of Issuer)

Common Stock, $1.00 Par Value

(Title of Class of Securities)

25811P100

(Cusip Number)

Salomón Levis, 1451 F.D. Roosevelt Avenue, San Juan, PR 00920

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 22, 2003

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

             
CUSIP No. 25811P100 Page 2 of 11 Pages
  1. Name of Reporting Person:
Salomón Levis		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
See Item 6 and Schedule A
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
No shares are being purchased currently
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States of America
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
1,303,833(1)
8. Shared Voting Power:
0
9. Sole Dispositive Power:
1,303,833(1)
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,303,833(1)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
1.8%
  14.Type of Reporting Person (See Instructions):
IN

(1)   Includes 828,000 Shares that could be purchased by exercise of stock options exercisable at February 3, 2003 or within 60 days after that day.

 

             
CUSIP No. 25811P100 Page 3 of 11 Pages
  1. Name of Reporting Person:
David Levis		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
See Item 6 and Schedule A
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
PF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States of America
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
1,285,018
8. Shared Voting Power:
0
9. Sole Dispositive Power:
1,285,018
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,285,018
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
1.8%
  14.Type of Reporting Person (See Instructions):
IN

 

             
CUSIP No. 25811P100 Page 4 of 11 Pages
  1. Name of Reporting Person:
Zoila Levis		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
See Item 6 and Schedule A
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
PF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States of America
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
1,102,316(1)
8. Shared Voting Power:
0
9. Sole Dispositive Power:
1,102,316(1)
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,102,316(1)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
1.5%
  14.Type of Reporting Person (See Instructions):
IN

(1)   Includes 414,000 Shares that could be purchased by exercise of stock options exercisable at February 3, 2003 or within 60 days after that date.

 

             
CUSIP No. 25811P100 Page 5 of 11 Pages
  1. Name of Reporting Person:
Mario S. Levis		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
See Item 6 and Schedule A
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
PF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States of America
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
1,527,218(1)
8. Shared Voting Power:
1,650
9. Sole Dispositive Power:
1,527,218(1)
10.Shared Dispositive Power:
1,650
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,528,868(1)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
2.1%
  14.Type of Reporting Person (See Instructions):
IN

(1)   Includes 327,750 Shares that could be purchased by exercise of stock options exercisable at February 3, 2003 or within 60 days after that date.

 

             
CUSIP No. 25811P100 Page 6 of 11 Pages
  1. Name of Reporting Person:
Aidiliza Levis		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
See Item 6 and Schedule A
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
PF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States of America
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
44,250(1)
8. Shared Voting Power:
0
9. Sole Dispositive Power:
44,250(1)
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
44,250(1)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):

Represents less than one percent
  14.Type of Reporting Person (See Instructions):
IN

(1)   Includes 7,500 Shares that could be purchased by exercise of stock options exercisable at February 3, 2003 or within 60 days after that date.

 

             
CUSIP No. 25811P100 Page 7 of 11 Pages
  1. Name of Reporting Person:
David Rafael Levis		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
See Item 6 and Schedule A
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
PF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States of America
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
17,750(1)
8. Shared Voting Power:
0
9. Sole Dispositive Power:
17,750(1)
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
17,750(1)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
Represents less than one percent
  14.Type of Reporting Person (See Instructions):
IN

(1)   Includes 4,500 Shares that could be purchased by exercise of stock options exercisable at February 3, 2003 or within 60 days after that date.

 

Page 8 of 11 Pages

SCHEDULE 13D ITEMS

       
  The original filing to which this Amendment No. 6 relates was dated October 5, 1995 and was amended by an Amendment No. 1 dated December 15, 1995 (“Amendment No. 1”), Amendment No. 2 dated September 3, 1996 (“Amendment No.2”) and Amendment No. 3 (“Amendment No. 3”) dated September 9, 1997, Amendment No. 4 (“Amendment No. 4”) dated March 2, 1998, and Amendment No. 5 (“Amendment No. 5”) dated July 22, 1998.
Item 1. Security and Issuer
  This Schedule 13D relates to the Common Stock, $1.00 par value (the "Common Stock"), of Doral Financial Corporation, formerly First Financial Caribbean Corporation (the "Company"), a Puerto Rico corporation, having its principal executive offices at 1451 F.D. Roosevelt Avenue, San Juan, Puerto Rico 00920 and is being filed by the persons identified in Item 2 below.
 
Item 2.Identity and Background
  See Schedule A attached hereto.

None of the persons filing this Schedule 13D has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past 5 years or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. All individuals are citizens of the United States.
 
Item 3.Source and Amount of Funds or Other Consideration
  The amount of Funds used by David Levis, Zoila Levis, Mario S. Levis, Aidiliza Levis and David R. Levis to purchase the shares of Common Stock reflected in the table under Item 5 below was $1,158,400, $579,200, $579,200, $434,400 and 144,800, respectively. Each financed the purchase of the shares acquired by him or her with personal funds.
 
Item 4.Purpose of Transaction
  The purpose of this Amendment No. 6 is to reflect the sale by Salomón Levis of 100,000 shares of Common Stock to David Levis, Zoila Levis, Mario S. Levis, Aidiliza Levis and David R. Levis. This Amendment No. 6 also includes for first time David R. Levis and Aidiliza Levis as reporting persons under this Schedule 13D. The shares of Common Stock described in Item 5 purchased by David Levis, Zoila Levis, Mario S. Levis, Aidiliza Levis and David R. Levis were purchased for personal investment in order to increase their investment in the Company.
 
Item 5.Interest in Securities of the Issuer
  (a) See Schedule A hereto and cover pages for each individual filing this Schedule. All share information contained in this Amendment No. 6, including this Item 5, has been adjusted to reflect a three-for-two stock split effective September 14, 2002.

(b) The spouse of Mario S. Levis owns 1,650 shares of the Company's Common Stock which have been included in the total amount of shares owned by such person. The inclusion of such shares of Common Stock in this Schedule 13D shall not be construed as an admission by Mario S. Levis that he is the beneficial owner of such shares for purposes of Section 13(d) of the Securities Exchange Act of 1934.

Furthermore, the filing of this Schedule 13D by each of the reporting persons shall not be construed as an admission that the shares of any such person are beneficially owned by any of the other individuals reporting hereunder for purposes of Section 13(d) of the Securities Exchange Act of 1934. Except for the shares of Common Stock owned by their spouses, each of the persons filing this Schedule has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of all shares of Common Stock owned by him or her, subject to the community property laws of the Commonwealth of Puerto Rico.

Since none of the individuals filing this Schedule individually own 5% of the outstanding shares of the Company's Common Stock, the persons filing this Schedule disclaim that the provision of Section 13(d) of the Securities Exchange Act of 1934 and the Rules and Regulations promulgated by the Securities and Exchange Commission thereunder are applicable to their respective holdings of the Company's Common Stock.

(c) On January 22, 2003, Salomón Levis sold, pursuant to a private transaction, 100,000 shares of the Company's Common Stock, $1.00 par value, to the other reporting persons under this Schedule 13D. The purchase price per share was $28.96, which was the last sale price per share of the Company's Common Stock on January 22, 2003, as reported on the New York Stock Exchange.

 

Page 9 of 11 Pages
       
  The following reporting persons purchased the following shares:

Purchased by Zoila Levis:

                     
    Number of            
Date   Shares   Price   Nature of Transaction
 
 
 
1/22/03     20,000     $ 28.96     Purchase (Non-Open Market)

Purchased by Mario S. Levis:

                     
    Number of            
Date   Shares   Price   Nature of Transaction
 
 
 
1/22/03     20,000     $ 28.96     Purchase (Non-Open Market)

Purchased by David Levis:

                     
    Number of            
Date   Shares   Price   Nature of Transaction
 
 
 
1/22/03     40,000     $ 28.96     Purchase (Non-Open Market)

Purchased by Aidiliza Levis:

                     
    Number of            
Date   Shares   Price   Nature of Transaction
 
 
 
1/22/03     15,000     $ 28.96     Purchase (Non-Open Market)

Purchased by David R. Levis:

                     
    Number of            
Date   Shares   Price   Nature of Transaction
 
 
 
1/22/03     5,000     $ 28.96     Purchase (Non-Open Market)

 

Page 10 of 11 Pages
       
  Within the past sixty days, Salomón Levis, David Levis, Zoila Levis, David R. Levis, Aidiliza Levis and Mario S. Levis have not entered into purchase transactions other than those described above. Salomón Levis entered into the following additional transactions:

Donations by Salomón Levis:

                 
    Number of        
Date   Shares   Price   Nature of Transaction
 
 
 
12/30/02     1,000     N/A   Bona Fide Gift
01/21/03     500     N/A   Bona Fide Gift
       
Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
  None other than an informal understanding that the persons listed in Schedule A attached hereto will consult with each other regarding the disposition and voting of the shares of the Company's Common Stock owned by each of them. Furthermore, the persons listed in Schedule A may acquire additional shares of the Company's Common Stock.
 
Item 7.Material to Be Filed as Exhibits
  None

Each of the undersigned hereby certifies after reasonable inquiry, that to the best of his/her knowledge and belief, the information set forth in this statement is true, complete and correct.

 
     
Date: February 3, 2003    
     
    /s/ Salomón Levis
   
    Salomón Levis
     
    /s/ David Levis
   
    David Levis
     
    /s/ Zoila Levis
   
    Zoila Levis
     
    /s/ Mario S. Levis
   
    Mario S. Levis
     
    /s/ Aidiliza Levis
   
    Aidiliza Levis
     
    /s/ David R. Levis
   
    David R. Levis

 

Page 11 of 11 Pages

Schedule A Doral Financial Corporation Amendment No. 6 to Schedule 13D

Item 2. Identity and Background and
Item 5. Interest in Securities of the Issuer

                             
            (3)                
            Present Principal occupation or   (4)
            employment and the name,   (Item 5)
            principal business and address  
            of any corporation or other   Total number of      
    (1)   (2)   organization in which such   shares of Common   Percentage of
    Name   Business Address   employment is conducted.   Stock owned on the   Class of Common
(Item 2(a) and (5))   (Item 2(b))   (Item 2(c))   date hereof(1)   Stock (2)
 
 
 
 
1.   Salomón Levis   1451 F.D. Roosevelt Avenue   Chairman of the Board and Chief     1,303,833       1.8 %
        San Juan, Puerto Rico 00920   Executive Officer of the Company, a corporation engaged principally in the origination, servicing, purchase and sale of mortgages on single-family houses, and the issuance and sale of various mortgage-backed securities.                
2.   David Levis   1451 F.D. Roosevelt Avenue   Private investor and     1,285,018       1.8 %
        San Juan, Puerto Rico 00920   Director Emeritus of the Company                
3.   Zoila Levis   1451 F.D. Roosevelt Avenue   President of the Company     1,102,316       1.5 %
        San Juan, Puerto Rico 00920                    
4.   Mario S. Levis   1451 F.D. Roosevelt Avenue   Senior Executive Vice President and                
        San Juan, Puerto Rico 00920   Treasurer of the Company     1,528,868 (3)     2.1 %
5.   Aidiliza Levis   1451 F.D. Roosevelt Avenue   President Centro Hipotecario, Inc.                
        San Juan, Puerto Rico 00920   a wholly-owned subsidiary of the company     44,250       (4 )
6.   David R. Levis   1451 F.D. Roosevelt Avenue   President of the HF Mortgage                
        San Juan, Puerto Rico 00920   Division of the Company     17,750       (4 )
                 
     
 
        Total         5,282,035       7.4 %

(1)   Includes shares that could be purchased by exercise of stock options exercisable at February 3, 2003 or within 60 days after that date, as follows: Salomón Levis – 828,000, Zoila Levis – 414,000, Mario S. Levis – 327,750, Aidiliza Levis – 7,500 and David R. Levis – 4,500.
 
(2)   Based on 71,844,848 shares of Common Stock of the Company outstanding as of November 7, 2002.
 
(3)   Includes 1,650 shares owned by the spouse of Mario S. Levis.
 
(4)   Represents less than one percent.

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