UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Puerto Rico		001-31381		66-0532217
(State or other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)
280 Jesus T. Pinero Ave. Hato Rey, San Juan, Puerto Rico				00918
(Address of principal executive offices)				(Zip Code)

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))
o		Pre-commencement pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

 

 

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

     On July 20, 2004, the Audit Committee of the Board of Directors of R&G Financial Corporation (the “Company”) determined that the Company’s interim and audited consolidated financial statements for the year 2002 need to be restated and should no longer be relied upon.

     See Item 8.01 of this Form 8-K for a brief description of the facts underlying this conclusion, which is incorporated by reference herein.

     The Audit Committee of the Board of Directors of the Company has discussed its decision to restate the Company’s 2002 interim and audited consolidated financial statements with PricewaterhouseCoopers LLP, the Company’s registered independent public accounting firm.

Item 8.01 Other Events

Update on Financial Restatement

     We previously disclosed in April 2005 the need to restate our interim and audited consolidated financial statements for the periods from January 1, 2003 to December 31, 2004. We made this determination based on our conclusion that we needed to change the methodology we used for valuing residual interests retained from our mortgage loan sale transactions. As a result, we delayed release of our earnings for the first quarter of 2005. In addition, we disclosed that our 2003 and 2004 audited consolidated financial statements should not be relied upon, and advised that management had determined that the Company had a material weakness in internal control over financial reporting as of December 31, 2004 relating to the lack of effective controls over the valuation of the Company’s residual interests retained and that its previously filed Management’s Report on Internal Controls over Financial Reporting also needed to be restated. We indicated that as a result of the foregoing, we expect that at the time we file our restated audited consolidated financial statements, PricewaterhouseCoopers LLP, our registered independent public accounting firm, will issue an adverse report on our internal controls over financial reporting as of December 31, 2004.

     We have been working diligently to complete the restatement process and become current in our Securities and Exchange Commission filings. We have hired an investment banking firm to value our retained residual interests from our mortgage loan sale transactions and we have hired another independent registered public accounting firm as a consultant to review the valuation process and the conclusions reached. We are also actively working to address our internal control deficiencies and continue to keep all of our regulators apprised of developments as well as actively cooperating with the ongoing informal investigation by the Securities and Exchange Commission. Finally, in connection with the restatement effort, the Audit Committee of the Board of Directors has retained the law firm of Fried, Frank, Harris, Jacobson & Shriver LLP and a financial services consulting firm, Promontory Financial Group, LLP, to conduct an independent investigation into the circumstances surrounding the valuation of the retained interests, as well as other matters that it may deem to be appropriate. The results of the investigation will be reported to our regulators and to the extent appropriate, reflected in the

restatement of our financial statements. The Board of Directors has also hired a third party valuation firm to validate management’s new retained interest valuations. While this process is ongoing and good progress is being made on the restatement of our audited consolidated financial statements, due to the complex nature of the review and the need for all valuations and any resulting adjustments to our audited consolidated financial statements to be reviewed and accepted by PriceWaterhouseCoopers LLP, we are unable to specifically indicate when this process will be completed. We wish to provide assurances that we are dedicated to achieving the completion of the restatement process and the filing of our quarterly financial reports for the current year as promptly as possible, and we are working diligently toward that end. However, given the time involved to complete the restatement process, we expect that we will not be in a position to timely file our quarterly report on Form 10-Q for the quarter ended June 30, 2005.

     On the basis of the valuation method which is now being utilized, we now believe that the Company will also need to restate its interim and audited consolidated financial statements for the year ended December 31, 2002, and the Audit Committee of our Board of Directors has determined that such financial statements should no longer be relied upon. While the Company only engaged in a limited number of mortgage loan sales transactions in the fourth quarter of 2002 which resulted in the recognition of residual interests, based on the current valuation methodology being utilized, management now believes that the required adjustment to previously reported net income dictates restating such consolidated financial statements.

     The Company intends to shortly issue an update as to where it stands in the restatement process.

SIGNATURES

     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.