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 7, 2009
Flagstar Bancorp, Inc.
(Exact name of registrant as specified in its charter)
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| Michigan
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1-16577
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38-3150651 |
(State or other jurisdiction of
incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.) |
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| 5151 Corporate Drive, Troy, Michigan
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48098 |
| (Address of principal executive offices)
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(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
þ 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))
TABLE OF CONTENTS
Item 8.01 Other Events.
On
January 7, 2009, Flagstar Bancorp, Inc. (“Flagstar”) mailed to its shareholders a letter (the
“Shareholder Letter”) notifying them of its intention to issue shares of convertible participating
voting preferred stock to MP Thrift Investments L.P. without seeking shareholder approval, based on
an exception set forth in the Shareholder Approval Policy of the New York Stock Exchange. The text
of the Shareholder Letter is included as Exhibit 99.1 to this report and is incorporated herein by
reference. Flagstar previously disclosed the proposed mailing of the Shareholder Letter in its
press release and Current Report on Form 8-K filed on December 31, 2008.
Additional Information
In connection with the proposed MatlinPatterson investment, a proxy statement relating to certain
of the matters discussed in this Form 8-K is expected to be filed with the SEC. When filed, copies
of the proxy statement and other related documents may be obtained free of charge on the SEC
website (www.sec.gov). FLAGSTAR’S SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT
BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. While shareholders are
encouraged to read the proxy statement when filed, Flagstar notes that the shareholder meeting on
the matters discussed in the proxy statement will occur after the closing of the MatlinPatterson
investment and the issuance of the voting preferred stock which will provide MatlinPatterson with
approximately 70% of the votes at any shareholder meeting. Flagstar, its directors, executive
officers and certain members of management and employees may be considered “participants in the
solicitation” of proxies from Flagstar’s shareholders in connection with certain of the matters
discussed in this Form 8-K. Information regarding such persons and their interests in Flagstar is
contained in Flagstar’s proxy statements and annual reports on Form 10-K filed with the SEC.
Shareholders and investors may obtain additional information regarding the interests of Flagstar
and its directors and executive officers in the matters discussed in this Form 8-K, which may be
different than those of Flagstar’s shareholders generally, by reading the proxy statement and other
relevant documents regarding the matters discussed in this Form 8-K, which are expected to be filed
with the SEC.
The information contained in this Form 8-K is not intended as a solicitation to buy Flagstar’s
stock and is provided for general information. This Form 8-K contains certain statements that may
constitute “forward-looking statements” within the meaning of federal securities laws. These
forward-looking statements include statements about Flagstar’s beliefs, plans, objectives, goals,
expectations, anticipations, estimates, and intentions, that are subject to significant risks and
uncertainties, and are subject to change based upon various factors (some of which may be beyond
Flagstar’s control). The words “may,” “could,” “should,” “would,” “believe,” and similar
expressions are intended to identify forward-looking statements. The potential investment by
MatlinPatterson is subject to several conditions, including receipt of proceeds from the TARP Capital Purchase Program
and receipt of all required regulatory approvals, all of which may be beyond Flagstar’s control.
Accordingly, there can be no assurance that this transaction or the transaction relating to the
TARP Capital Purchase Program will be consummated.
Item 9.01 Financial Statements and Exhibits
(c) The following exhibits are being furnished herewith:
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Exhibit Description |
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99.1
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Shareholder Letter dated January 7, 2009 |