UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 29, 2010
W HOLDING COMPANY, INC.
(Exact name of registrant as specified in its charter)
         
Puerto Rico   001-16799   66-0573197
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)
     
19 West McKinley Street, Mayaguez, Puerto Rico   00680
(Address of principal executive offices)   (Zip code)
Registrant’s telephone number, including area code: (787) 834-8000
Not Applicable
(Former name or former address, if changed since last report)
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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Rule 425, Rule 14a-12 and Instruction 2 to Rule 14d-2(b)(2)
 
 

 


 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 29, 2010, Mr. Robert Allan Stolberg Acosta, M.D., was appointed to the Boards of Directors of W Holding Company, Inc. (the “Company”) and the Company’s subsidiary bank, Westernbank Puerto Rico (the “Bank”).
Mr. Stolberg, age 65, is the president of The Stolberg Group, a family owned commercial & residential real estate conglomerate, based in San Juan, Puerto Rico. Mr. Stolberg has been a psychiatrist (since 1973) and a full-time professor of the University Of Puerto Rico — School Of Medicine (since 1995).
Mr. Stolberg will serve on the following standing committees of the Board of Directors of the Company:
    Audit;
 
    Asset & Liability;
 
    Senior Lending;
 
    Nominating and Corporate Governance;
 
    Executive; and
 
    Compensation.
As a non-employee director who will serve on three or more Board committees, Mr. Stolberg will receive an annual retainer of $60,000, payable in 12 monthly installments of $5,000.
There was no arrangement or understanding between Mr. Stolberg and any other person pursuant to which he was selected as a director.
Mr. Stolberg is a customer of, and has had transactions with, the Bank in the ordinary course of the Bank’s business, and the Bank expects to have banking transactions with him in the future. These transactions include the following commercial loans:
                                                 
                                            Largest amount of  
                                            principal  
                    Outstanding             Interest paid     outstanding at any  
                    principal balance     Principal amount paid     during the year     time during the  
    Original     Interest     at January 31,     during the year ended     ended December     year ended  
Date originated   amount     rate     2010     December 31, 2009     31, 2009     December 31, 2009  
May 7, 2001
  $ 1,635,064       8.25 %   $ 1,624,063     $ 10,189     $ 134,446     $ 1,634,252  
June 6, 2003
    2,302,335       5.99 %     2,280,806       19,776       139,169       2,300,582  
November 25, 2008
    890,000       7.25 %     880,640       8,666       64,190       890,000  
 
                                     
 
  $ 4,827,399             $ 4,785,509     $ 38,631     $ 337,805     $ 4,824,834  
 
                                     

 


 

The Company has determined that these relationships would not impair Mr. Stolberg’s independence as a director. In the Company’s opinion, all loans and commitments to lend pursuant to the aforementioned commercial loans were made in the ordinary course of business and on substantially the same terms, including interest rates, collateral and repayment schedules, as those prevailing for comparable transactions with other persons of similar creditworthiness and did not involve more than a normal risk of collectability nor contain terms unfavorable to the Bank.

 


 

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.
         
 
  W HOLDING COMPANY, INC.    
 
  (Registrant)    
 
       
 
  /s/ Lidio V. Soriano    
 
       
 
  Name: Lidio V. Soriano    
 
  Title: Chief Financial Officer    
Date: February 4, 2010

 

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