Indymac Bancorp Inc - Current report filing (8-K)
08 July 2008 - 8:01PM
Edgar (US Regulatory)
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):
July 7, 2008
INDYMAC BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
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1-08972
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95-3983415
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(State or Other
Jurisdiction
of
Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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888 East Walnut Street, Pasadena, California 91101-7211
(Address of
Principal Executive Offices)
(800)
669-2300
(Registrants
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.
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
o
Pre-commencement communications pursuant to Rule 14d-2b under the
Exchange Act.
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act.
Item 2.02
Results of Operations and
Financial Condition.
Given
the continued downward trend in home prices and a resulting increase in our
forecasted credit losses and the related downward trend in the pricing of all
mortgage related assets in the capital markets, especially mortgage-backed
securities where we have experienced significant rating agency downgrades this
quarter, we expect our loss for the second quarter to be larger than Q1 08, but
it is difficult at this time to be more precise given the significant
uncertainty surrounding accounting estimates, fair value accounting and other
accounting matters. Please refer to the
press release filed herewith as Exhibit 99.1 which is incorporated by
reference herein.
Item 2.05
Costs Associated with Exit or
Disposal Activities
.
On July 7, 2008, IndyMac Bancorp, Inc. (the
Company) announced in a press release that it would close its retail and
wholesale forward mortgage lending businesses, and no longer accept any new
loan submissions or rate locks in its retail and wholesale forward mortgage
lending channels. The above actions will
necessitate a reduction in the Companys workforce from approximately 7,200 to
roughly 3,400 or so over the next couple of months. Please refer to Item 8.01 below, as well as
the press release filed herewith as Exhibit 99.1 which is incorporated by
reference herein.
At this time, the Company is not able to make a
determination of an estimate of the costs associated with closing these
businesses; however, it will file an amended Form 8-K after it makes a
determination of an estimate or range of estimates of such costs.
Item 8.01
Other Events
.
On July 7, 2008, the Company issued a press
release announcing its intention to exit its retail and wholesale mortgage
lending business, as a result of the current housing and credit markets. Pursuant to General Instruction F to the
Securities and Exchange Commissions Current Report on Form 8-K, the press
release is attached to this Current Report as Exhibit 99.1 and the
information contained therein is incorporated by reference herein.
In light of the current operating environment and
related deterioration of the Companys financial position since the end of the
first quarter of 2008, the Company and IndyMac Bank, F.S.B. (the Bank) have
been working closely with its federal banking regulators. The Office of Thrift Supervision (OTS) has
placed certain restrictions on the Banks activities and advised the Bank that
it is no longer well capitalized. As a
result of this reclassification, the Bank is subject to the Federal Deposit
Insurance Corporations (FDIC) brokered deposit regulation. This regulation prohibits the Bank from
accepting brokered deposits, except in compliance with 12 C.F.R. Sec.
337.6(b)(2). The Company has requested
a waiver from the FDIC but has not yet received a waiver from the FDIC. The Company cannot make any assurances that
such a waiver will be granted or what the waiver will require.
The Bank has continued to experience elevated levels
of deposit withdrawals since Senator Schumers public release of his letters to
our regulators and key lending
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counterparties. In response, these counterparties have placed
certain additional restrictions on the Banks borrowings. As a result, the Companys current operating
liquidity is approximately $1.7 billion.
Additionally, as a result of not being deemed well
capitalized, the Banks borrowing costs and terms from the Federal Reserve
Bank, the Federal Home Loan Bank and other financial institutions, as well as
the Banks premiums to the Deposit Insurance Fund and the Banks assessments
and application fees paid to the OTS, are expected to increase.
The OTS has placed additional limitations on the
operations of the Bank. The Bank may not
pay dividends to the Company without prior OTS approval and its asset growth is
restricted in that it may not increase its assets during any quarter in excess
of an amount equal to net interest credited on deposit liabilities. The Bank is required to provide prior notice
to the OTS regarding any additions or changes to directors or senior executive
officers. The Bank is operating under
restrictions with respect to making certain severance payments. The Bank may
not enter into, renew, extend or revise any contract related to compensation or
benefits with any director or senior executive officer without the prior
written approval of the OTS. The Bank
may not enter into any third-party contracts outside of the normal course of
business without the prior written approval of the OTS.
The Company and the Bank will continue to cooperate
with their federal regulators to address any regulatory matters. We expect that the OTS will want to formalize
the above as well as potentially other matters in a public document as part of
their normal supervisory process.
Item 5.02
Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Given
Indymacs current financial position and the significant layoffs, Indymacs
Chairman and Chief Executive Officer, Michael W. Perry, has requested that
Indymacs Board of Directors reduce his base salary by 50% and the Board has
approved this request to take effect August 1, 2008. Mr. Perry has the right, when he believes
that the companys financial circumstances have improved, to request that the
Board reinstate his salary back to its previous level. The Board is not expected to unreasonably
withhold its support at that time.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
99.1
Press release, dated July 7, 2008.
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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.
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INDYMAC
BANCORP, INC.
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By:
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/s/ MICHAEL W. PERRY
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Michael W. Perry
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Chairman
of the Board of Directors
and Chief Executive Officer
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Date: July 7, 2008
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