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): September 5, 2008
DOWNEY FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Delaware |
1-13578 |
33-0633413 |
3501 Jamboree Road |
92660 |
Registrant’s telephone number, including area code: (949) 854-0300
Not Applicable
(Former name or former address, if changed since last report)
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 1.01 Entry into a Material Definitive Agreement
On September 5, 2008, Downey Financial Corp. (the “Company”) issued a press release announcing that the Company and its wholly-owned subsidiary, Downey Savings and Loan Association, F.A. (the “Bank”), have each consented to a Cease and Desist Order (the “Company Order” and the “Bank Order,” respectively, and together, the “Orders”) issued by the Office of Thrift Supervision (the “OTS”). The Orders became effective on September 5, 2008.
The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The Bank Order requires the Bank to, among other things:
The Company Order requires that the Company notify, or in certain cases receive the permission of, the OTS prior to (i) accepting or requesting that the Bank pay or make, or commit to pay or make, any dividends or other capital distributions; (ii) making certain changes to its directors or senior executive officers; (iii) entering into, renewing, extending or revising any contractual arrangement related to compensation or benefits with any director or senior executive officer of the Company; (iv) making any golden parachute payments or prohibited indemnification payments; and (v) incurring, issuing, renewing or rolling over any debt, increasing any current lines of credit or guaranteeing the debt of any entity.
The description of each Order and the corresponding Stipulation and Consent set forth in this Item 1.01 are qualified in their entirety by reference to the Orders and Stipulations, copies of which are attached as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto and are incorporated by reference herein in their entirety.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 OTS Order to Cease and Desist with the Company dated September 5, 2008
10.2 Stipulation and Consent to Issuance of Order to Cease and Desist with the Company dated September 5, 2008
10.3 OTS Order to Cease and Desist with the Bank dated September 5, 2008
10.4 Stipulation and Consent to Issuance of Order to Cease and Desist with the Bank dated September 5, 2008
99.1 Press Release issued by the Company, dated September 5, 2008
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.
DOWNEY FINANCIAL CORP. |
Date: September 5, 2008 |
By /s/ Richard B. Swinney; |
EXHIBIT |
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OTS Order to Cease and Desist with the Company dated September 5, 2008 |
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Stipulation and Consent to Issuance of Order to Cease and Desist with the Company dated September 5, 2008 |
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OTS Order to Cease and Desist with the Bank dated September 5, 2008 |
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Stipulation and Consent to Issuance of Order to Cease and Desist with the Bank dated September 5, 2008 |
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Press Release issued by the Company, dated September 5, 2008 |