-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DmzPAJ3fYQccIydIX5XGlpuo5Fb7hXlS/iRsraFDvG5JC7TO4w8mSrHS8Gm6Rk+2 Ym44sl5fnen2QEC8GftQng== 0000950124-05-004697.txt : 20060831 0000950124-05-004697.hdr.sgml : 20060831 20050804172410 ACCESSION NUMBER: 0000950124-05-004697 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050613 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050804 DATE AS OF CHANGE: 20050811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLAGSTAR BANCORP INC CENTRAL INDEX KEY: 0001033012 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 383150651 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-16577 FILM NUMBER: 051000299 BUSINESS ADDRESS: STREET 1: 5151 CORPORATE DRIVE CITY: TROY STATE: MI ZIP: 48098-2639 BUSINESS PHONE: 248-312-2000 MAIL ADDRESS: STREET 1: 5151 CORPORATE DRIVE CITY: TROY STATE: MI ZIP: 48098-2639 8-K/A 1 k97465e8vkza.txt AMENDMENT TO CURRENT REPORT, DATED JUNE 13, 2005 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): JUNE 13, 2005 FLAGSTAR BANCORP, INC. (Exact name of registrant as specified in its charter) MICHIGAN 1-16577 38-3150651 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) 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)) ================================================================================ EXPLANATORY NOTE In response to comments of the Staff of the Securities and Exchange Commission, Flagstar Bancorp, Inc. (the "Company") is filing this Form 8-K/A to amend and restate its Form 8-K filed June 15, 2005 to clarify management's position as to the effectiveness of the Company's disclosure controls and procedures. ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT On June 13, 2005, Flagstar Bancorp, Inc. (the "Company") was informed by Grant Thornton LLP ("Grant Thornton"), the Company's independent registered public accounting firm, that Grant Thornton has resigned as the Company's independent registered public accounting firm. The Company's Audit Committee is currently in the process of engaging a new independent registered public accounting firm, but there can be no assurance that the Company will be able to engage a successor independent registered public accounting firm prior to the filing due date of its Quarterly Report on Form 10-Q for the quarter ended June 30, 2005. The reports of Grant Thornton on the financial statements of the Company for the past two fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principle. In connection with its audits for each of the two most recent fiscal years and through June 13, 2005, there have been no disagreements between the Company and Grant Thornton on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Grant Thornton, would have caused Grant Thornton to make reference thereto in their report on the financial statements for such years. During the two most recent fiscal years and through June 13, 2005, there have been no reportable events (as outlined in Regulation S-K Item 304(a)(1)(v)), other than as follows: - In Item 9A of the Company's Annual Report on Form 10-K, which the Company filed with the Securities and Exchange Commission on March 23, 2005, Management's Annual Report on the Internal Control over Financial Reporting stated, and Grant Thornton's report on internal controls reiterated, that because of the material weaknesses disclosed in those reports, the Company's internal control over financial reporting was not effective as of December 31, 2004, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-- Integrated Framework. The Company reported six material weaknesses in the Company's system of internal control over financial reporting, which are more fully described in Item 9A of the Company's Form 10-K and can be summarized as including: (i) deficiencies related to the Company's accounting for derivative activities; (ii) deficiencies related to recording of accrued interest receivable; (iii) deficiencies related to the documentation of the evaluation of the appropriateness of accounting estimates; (iv) deficiencies surrounding the recording of non-routine journal entries; (v) deficiencies related to validation and evaluation of data; and (vi) deficiencies related to company-level controls. - In Item 4 of the Company's Quarterly Report on Form 10-Q, which the Company filed with the Securities and Exchange Commission on May 10, 2005 (the "Form 10-Q"), the Company reported that based upon a review and evaluation of the effectiveness of the Company's disclosure controls and procedures as of March 31, 2005, its principal executive and financial officers concluded that the Company's disclosure controls and procedures, as designed and implemented, were operating effectively as of that date. Grant Thornton has informed the Company that management's conclusion regarding disclosure controls may be materially misstated. After further consideration, the Company's principal executive and financial officers determined that the Company's disclosure controls and procedures were not operating effectively as of that date because several of the material weaknesses to internal controls that were identified in its Form 10-K for the year ended December 31, 2004 were still being remediated at March 31, 2005. The Company amended its Form 10-Q for the quarter ended March 31, 2005 to expressly reflect this conclusion. Discussions concerning the aforementioned reportable events have occurred between representatives of Grant Thornton and the Company's Audit Committee. The Company intends to authorize Grant Thornton to respond fully to the inquiries of the new independent registered public accounting firm concerning the reportable events. The Company has provided Grant Thornton with a copy of the disclosures made in this Form 8-K prior to the filing of this Form 8-K and has requested that Grant Thornton furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above disclosures. A copy of that letter dated June 15, 2005, was filed as Exhibit 16.1 to the Form 8-K filed by the Company on June 15, 2005. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) The following exhibit is being furnished herewith: Exhibit No. Exhibit Description - ----------- ------------------- 16.1 Letter from Grant Thornton LLP dated June 15, 2005 (previously filed as Exhibit 16.1 to the Company's Current Report on Form 8-K filed on June 15, 2005 and incorporated herein by reference). 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: August 4, 2005 By: /s/ Paul D. Borja ------------------------------------ Paul D. Borja Executive Vice President and Chief Financial Officer ================================================================================ CORRESP 2 filename2.txt [Flagstar Letterhead] August 4, 2005 Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 450 Fifth Street, N.W. Washington, D.C. 20549 Attention: Angela Jackson, Staff Accountant Re: Flagstar Bancorp, Inc. Form 8-K filed June 15, 2005 File No. 1-16577 Dear Ms. Jackson: We are writing in response to your letter dated July 22, 2005 regarding our Current Report on Form 8-K filed June 15, 2005. We have set forth below our responses to your comments, in each case preceded by a reproduction of the corresponding comment. Comment 1. From your disclosures in the second bullet of the fourth paragraph, it appears that your certifying officers continue to believe that your disclosure controls and procedures were effective as of March 31, 2005 and that their conclusion in your Form 10-Q/A filed June 16, 2005 that such controls were ineffective was solely the result of your independent auditor, Grant Thornton's, position. Furthermore, the last two sentences of your Form 8-K make the actual conclusions of your certifying officers unclear. Please revise your Form 8-K to state, in clear and unqualified language, the conclusions reached by your chief executive officer and your chief financial officer on the effectiveness of your disclosure controls and procedures as of March 31, 2005. Tell us your basis for such conclusion. Response 1. In response to your comment, we will amend the second bullet of the fourth paragraph to read as follows: "In Item 4 of the Company's Quarterly Report on Form 10-Q, which the Company filed with the Securities and Exchange Commission on May 10, 2005 (the "Form 10-Q"), the Company reported that based upon a review and evaluation of the effectiveness of the Company's disclosure controls and procedures as of March 31, 2005, its principal executive and financial officers concluded that the Company's disclosure controls and procedures, as designed and implemented, were operating effectively as of that date. Grant Thornton has informed the Company that management's conclusion regarding disclosure controls may be materially misstated. After further consideration, the Company's principal executive and financial officers determined that the Company's disclosure controls and procedures were not operating effectively as of that date because several of the material weaknesses to internal controls that were identified in its Form 10-K for the year ended December 31, 2004 were still being remediated at March 31, 2005. The Company amended its Form 10-Q for the quarter ended March 31, 2005 to expressly reflect this conclusion." Comment 2. In the event that you continue to believe that your disclosure controls and procedures were effective as of March 31, 2005 but were determined to be ineffective based on Grant Thornton's position, please revise to report this event as a disagreement under Item 304 (a)(1)(iv) of Regulation S-K. Response 2. As set forth in Response 1 above, the above-referenced Form 8-K will be amended to expressly state that our principal executive and financial officers determined that the disclosure controls and procedures were not effective as of March 31, 2005. Additionally, Flagstar Bancorp, Inc. hereby acknowledges that: - The Company is responsible for the adequacy and accuracy of the disclosure in the filings; - Staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and - The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. As discussed, the disclosures contained in the Form 8-K filed on June 15, 2005 and previously agreed to by Grant Thornton LLP have not been modified. As such, Grant Thornton LLP's letter dated June 15, 2003 and attached as Exhibit 16.1 to the Form 8-K filed on June 15, 2005 is incorporated into the Form 8-K/A by reference. We trust that the forgoing is responsive to your comments. If you have any questions regarding the foregoing or require further information, please contact the undersigned at (248) 312-5580. Sincerely, FLAGSTAR BANCORP, INC. /s/ Paul D. Borja --------------------------------- By: Paul D. Borja Its: Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----