================================================================================
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
================================================================================