- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
24 Outubro 2008 - 12:35PM
Edgar (US Regulatory)
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UNITED
STATES
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OMB APPROVAL
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SECURITIES
AND EXCHANGE COMMISSION
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OMB Number: 3235-0059
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Washington,
D.C. 20549
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Expires: January 31, 2008
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SCHEDULE
14A
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Estimated average burden
hours per response... 14
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Proxy
Statement Pursuant to Section 14(a) of
the Securities
Exchange Act of 1934 (Amendment No. )
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Filed
by the Registrant
x
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Filed
by a Party other than the Registrant
o
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Check
the appropriate box:
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o
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Preliminary
Proxy Statement
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o
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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o
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Definitive
Proxy Statement
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x
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Definitive
Additional Materials
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o
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Soliciting
Material Pursuant to Rule §240.14a-12
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W HOLDING COMPANY, INC.
(Name of Registrant as Specified In Its Charter)
(Name of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check
the appropriate box):
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x
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No fee
required.
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o
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Fee computed
on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1.
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Title
of each class of securities to which transaction applies:
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2.
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Aggregate
number of securities to which transaction applies:
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3.
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Per unit
price or other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (set forth the amount on which the filing fee is calculated
and state how it was determined):
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4.
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Proposed maximum aggregate
value of transaction:
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5.
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Total fee paid:
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SEC 1913 (04-05)
Persons who are to respond to the collection of information
contained in this form are not required to respond unless the
form displays a currently valid OMB control number.
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o
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Fee paid
previously with preliminary materials.
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o
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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1.
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Amount Previously
Paid:
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2.
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Form, Schedule or
Registration Statement No.:
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3.
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Filing Party:
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4.
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Date Filed:
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W HOLDING COMPANY, INC.
19 West McKinley Street
Mayagüez, Puerto Rico 00681
October 24, 2008
Dear Stockholder:
This letter supplements our Proxy Statement dated September 30, 2008 (the “Proxy
Statement”) delivered in connection with the special meeting of
stockholders of W Holding Company, Inc. (the “Company”) to be held on
Friday, November 7, 2008, at 8:00 a.m. local time, at the J. William Fulbright
Center at Hogan & Hartson LLP, 555 Thirteenth Street, NW, Washington, D.C.
20004.
The Company is seeking stockholder approval to amend its Certificate of
Incorporation to effect a reverse split of its common stock, at any time prior
to December 31, 2008, at a specific ratio to be determined by the Board of
Directors of the Company, in its sole discretion, within a range of one-for-10
to one-for-50, inclusive (the “Amendment”). The Proxy Statement
incorrectly stated the stockholder vote required to approve and adopt the
Amendment. The Company wishes to clarify that the affirmative vote of a majority
of the outstanding shares of capital stock of the Company entitled to vote is
required to approve and adopt the Amendment.
In light of this clarification, to the extent you wish to change your vote, you may
revoke your proxy at any time before it is exercised by (1) filing written
notice of revocation with Mr. Juan C. Frontera, Secretary of the Board of
Directors, W Holding Company, Inc., P.O. Box 1180, Mayagüez, Puerto Rico
00681, (2) submitting a duly executed proxy bearing a later date, (3) re-voting
by telephone or the Internet or (4) appearing at the special meeting and voting
in person.
We apologize for any inconvenience and look forward to seeing you at the special
meeting.
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Sincerely,
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F
RANK
C. S
TIPES,
E
SQ.
Chief Executive Officer and
Chairman of the Board
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