- Current report filing (8-K)
October 31 2008 - 4:20PM
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
October 27, 2008
Date of Report (date of earliest event reported):
Capital Crossing Preferred Corporation
(Exact Name of Registrant as Specified in its Charter)
Massachusetts
(State or Other Jurisdiction of Incorporation)
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000-25193
(Commission File Number)
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04-3439366
(IRS Employer Identification No.)
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101 Summer Street
Boston, Massachusetts
(Address of Principal Executive Offices)
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02110
(Zip Code)
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(617) 880-1000
(Registrants Telephone Number, Including Area Code)
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:
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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 under the Exchange Act (17 CFR 240.14a-12)
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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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Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.
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On October 27, 2008, the Board of Directors of Capital Crossing Preferred Corporation (the
Corporation) unanimously approved, subject to obtaining the approval of the Office of Thrift
Supervision (OTS) to the extent required by law or regulation or policy of the OTS, the voluntary
complete liquidation and dissolution of the Corporation as being advisable and in the best
interests of the Corporations stockholders and adopted a Plan of Complete Liquidation and
Dissolution of the Corporation (the Plan). Also on October 27, 2008, Lehman Brothers Bank, FSB
(Lehman Bank), in its capacity as the holder of all of the outstanding common stock of the
Corporation, approved the complete liquidation and dissolution of the Corporation and the Plan.
In connection with the Corporations anticipated liquidation, the Board of Directors approved the
voluntarily delisting of the Corporations 8.50% Non-Cumulative Exchangeable Preferred Stock,
Series D (Series D Preferred Stock) from The NASDAQ
Stock Market. On or before December 1, 2008,
the Corporation intends to declare one or more liquidating distributions in cash to the holders of
shares of Series D Preferred Stock representing the full liquidation preference on the Series D
Preferred Stock of $25.00 per share, plus any accrued but unpaid dividends thereon from the
beginning of the dividend period in which the liquidation occurs to the date of liquidation. The
delisting of the Series D Preferred Stock is expected to occur concurrently with the consummation
of the liquidation. The Corporation intends to mail a separate notice of the anticipated
liquidation to each holder of shares of Series D Preferred Stock with additional details.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
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On October 27, 2008, Nancy E. Coyle and Lonnie Rothbort each resigned as a director of the
Corporation. Additionally, on October 27, 2008, Ms. Coyle resigned as President of the
Corporation, effective as of October 30, 2008, Mr. Rothbort resigned as Chief Financial Officer of
the Corporation, effective as of October 31, 2008, and Jocelyn K. DeMaria resigned as Controller of
the Corporation, effective as of October 31, 2008.
On October 30, 2008, the Board of Directors of the Corporation elected Daniel Wallace, age 38, as
President of the Corporation. Mr. Wallace has been a director of the Corporation since March 2008
and will remain as a director of the Corporation. He is an employee
of Lehman Bank and receives no separate compensation from the Corporation for his services.
He is Chief Executive Officer of the Capital Crossing division of Lehman Bank. Mr. Wallace has
served in a variety of capacities at Lehman Brothers Inc. and Lehman
Bank since 1992. He serves as an officer and
director of the Corporation so long as he is an employee of Lehman
Bank.
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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CAPITAL CROSSING PREFERRED CORPORATION
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Date: October 31, 2008
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By:
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/s/ Daniel Wallace
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Daniel Wallace
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President
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