- Current report filing (8-K)
December 22 2011 - 1:38PM
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): December 22, 2011
EOS Preferred Corporation
(Exact Name of Registrant as Specified in Charter)
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Massachusetts
(State or Other Jurisdiction
of Incorporation)
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000-25193
(Commission File Number)
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04-3439366
(I.R.S. Employer
Identification No.)
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1271 Avenue of the Americas
46th Floor
New York, New York
(Address of Principal Executive Offices)
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10020
(Zip Code)
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(212) 377-1503
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
Item 7.01. Regulation FD Disclosure.
On December 20, 2011, the Office of the Comptroller of the Currency (the OCC) provided
authorization to Aurora Bank (the Bank) permitting its operating subsidiary, EOS Preferred
Corporation (EOS), to declare and pay a quarterly dividend to its shareholders, provided such
dividends be declared no later than December 30, 2011 and be paid no later than January 31, 2012.
Accordingly, the Board of Directors of EOS (the Board of Directors) declared on December 21,
2011, a dividend payable on January 12, 2012, for the quarter ended December 31, 2011, to holders
of record on January 5, 2012 of each of EOSs: (1) 8.50% Non-Cumulative Exchangeable Preferred
Stock, Series D (the Series D preferred stock), in the amount of $0.53125 per share; and (2)
8.00% Cumulative Preferred Stock, Series B, in the amount of $20.00 per share per cumulative
quarter for the third and fourth calendar quarters of 2011.
Any future dividends will be payable only when, as and if declared by the Board of Directors. The
terms of the Series D preferred stock provide that dividends on the Series D preferred stock are
not cumulative and if no dividend is declared for a quarterly period, the holders of the Series D
preferred stock will have no right to receive a dividend for that period, and EOS will have no
obligation to pay a dividend for that period, whether or not dividends are declared and paid for
any future period.
In order to continue to qualify as a real estate investment trust (a REIT) under the Internal
Revenue Code of 1986, as amended, EOS generally is required each year to distribute to its
stockholders at least 90% of its net taxable income, excluding net capital gains. As a REIT, EOS
generally is not required to pay federal income tax if it continues to meet this and a number of
other requirements.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended.
Those forward-looking statements include all statements other than those made solely with respect
to historical fact. Numerous risks, uncertainties and other factors may cause actual results to
differ materially from those expressed in any forward-looking statements. Forward-looking
statements should not be unduly relied upon because they involve known and unknown risks,
uncertainties and other factors, some of which are beyond the control of EOS.
Such risks, uncertainties and other factors include, but are not limited to: limitations by
regulatory authorities on EOSs ability to implement its business plan and any future restrictions
on its ability to pay dividends; the risk that the failure of EOS to maintain its status as a REIT
would result in EOS being subject to federal income tax, including any applicable alternative
minimum tax and excise tax; the risk that EOS could be disqualified from treatment as a REIT for
the four taxable years following the year during which qualification was lost; further regulatory
limitations on the business of the Bank that are applicable to EOS; the risk that a decline, or a
perceived decline, in the Banks capital situation may result in the Series D preferred stock being
subject to an automatic exchange into preferred shares of the Bank; the risk that the Banks
capital ratios may fall below certain specified levels; the effect of the sale or dissolution of
the Bank pursuant to the Settlement Agreement entered into in connection with the bankruptcy of the
Banks indirect parent, Lehman Brothers Holdings, Inc., on the business, financial condition and
results of operations of EOS; the risk that the Series D preferred stock will in the future be
delisted from The NASDAQ Stock Market or will otherwise cease to trade on The NASDAQ Stock Market;
the risk that the Series D preferred stock may not otherwise retain value and/or liquidity; the
risk that EOS may not have adequate cash available, including as a result of EOS being subject to
federal income tax, to pay dividends with respect to the Series D preferred stock; negative
economic conditions that adversely affect the general
economy, housing prices, the job market, consumer confidence and spending habits which may affect,
among other things, the credit quality of EOSs investment and loan portfolios (the degree of the
impact of which is dependent upon the duration and severity of these conditions); the level and
volatility of interest rates; changes in consumer, investor and counterparty confidence in, and the
related impact on, financial markets and institutions; legislative and regulatory actions which may
adversely affect EOSs business and economic conditions as a whole; the impact of litigation and
regulatory investigations; various monetary and fiscal policies and regulations; changes in
accounting standards, rules and interpretations and the impact on EOSs financial statements;
changes in the nature and quality of the types of investments and loans held by EOS; and risks
relating to EOSs business as discussed in its filings with the Securities and Exchange Commission.
These risks, uncertainties and other factors may cause the actual results, performance or
achievements of EOS to be materially different from the anticipated future results, performance or
achievements that are expressed or implied by the forward-looking statements. Forward-looking
statements speak only as of the date they are made, and EOS undertakes no obligation to update any
forward-looking statement to reflect the impact of circumstances or events that arise after the
date the forward-looking statement was made.
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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EOS Preferred Corporation
(Registrant)
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Date: December 22, 2011
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By:
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/s/ Brian Kuelbs
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Brian Kuelbs
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President
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Eos Preferred Corp. - Series D Non-Cumulative Exchangeable Preferred Stock (MM) (NASDAQ:EOSPN)
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