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): March 20, 2012
Flagstar Bancorp, Inc.
(Exact name of registrant as specified in its charter)
| Michigan | 1-16577 | 38-3150651 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 5151 Corporate Drive, Troy, Michigan | 48098 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(248) 312-2000
(Registrant’s telephone number, including area 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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02 | Results of Operations and Financial Condition |
On March 20, 2012, Flagstar Bancorp, Inc. (the “Company”) issued a press release announcing updated results of operations and financial condition for the three months and year ended December 31, 2011. The text of the release is included as Exhibit 99.1 to this report and incorporated herein by reference. The Company included final financial statements and additional analyses for the three months and year ended December 31, 2011 as part of its Annual Report on Form 10-K filed on March 20, 2012.
The information in this Item 2.02, including the exhibit attached hereto, is furnished pursuant to Item 2.02 and shall not be deemed “filed” for any other purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 2.02 of this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act regardless of any general incorporation language in such filing.
| Item 7.01 | Regulation FD Disclosure |
The Company revised certain portions of the slide presentation presented on its fourth quarter 2011 conference call, which are furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein.
The information in this Item 7.01, including the exhibit attached hereto, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any other purpose, including for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section. The information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits. | |
| 99.1 | Press release of Flagstar Bancorp, Inc. dated March 20, 2012 | |
| 99.2 | Flagstar Bancorp, Inc. Revised Conference Call Presentation Slides — Fourth Quarter 2011 Financial Results | |
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements, by their nature, involve estimates, projections, goals, forecasts, assumptions, risks and uncertainties that are difficult to predict and could cause actual results or outcomes to differ materially from those expressed in a forward-looking statement. Forward-looking statements contained in this Current Report on Form 8-K and any information related to expectations about future events or results are based upon information available to the Company as of the date hereof. Forward-looking statements can be identified by such words as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “expects”, “estimates,” and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements made regarding the Company’s results of operations, including the timing and impact of the settlement on financial results, the fair value of additional payments to the U.S. Department of Justice, current expectations, plans or forecasts of its core business drivers, credit related costs, asset quality, capital adequacy and liquidity, the implementation of the Company’s business plan and growth strategies, the Flagstar Bank’s compliance with the terms and conditions of the settlement, the result of improvements to the Company’s servicing processes, and other similar matters.
Forward-looking statements may cause actual results to differ materially from current expectations, therefore you should not place undue reliance on any forward-looking statement and should consider all of the following uncertainties and risks, as well as those more fully discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”), including but not limited to, the Company’s Forms 10-K and Form 10-Qs: the
accuracy and ability to estimate the financial impact of the settlement, including the fair value of the additional payments to the U.S. Department of Justice; the impact of performance and enforcement of commitments under, and provisions contained in, the settlement; and the timing of the recognition and payment of the additional payments to the U.S. Department of Justice. Except to the extent required under the federal securities laws and the rules and regulations promulgated by the SEC, the Company undertakes no obligation to update any such statement to reflect events or circumstances after the date on which it is made.
SIGNATURE
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.
| FLAGSTAR BANCORP, INC. | ||||||||
| Dated: March 22, 2012 |
By: | /s/ Paul D. Borja |
||||||
| Paul D. Borja | ||||||||
| Executive Vice-President and Chief Financial Officer |
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Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press release of Flagstar Bancorp, Inc. dated March 20, 2012 | |
| 99.2 | Flagstar Bancorp, Inc. Revised Conference Call Presentation Slides — Fourth Quarter 2011 Financial Results | |