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): March 5, 2010
The First Marblehead Corporation
(Exact name of registrant as specified in charter)
Delaware | | 001-31825 | | 04-3295311 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
The Prudential Tower
800 Boylston Street, 34th Floor
Boston, Massachusetts | | 02199-8157 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (800) 895-4283
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.02 Termination of a Material Definitive Agreement
On July 2, 2009, Union Federal Savings Bank (“Union Federal”), a wholly owned subsidiary of The First Marblehead Corporation (the “Corporation”), entered into a stipulation consenting to the issuance by the Office of Thrift Supervision (the “OTS”) of an order to cease and desist (the “Order”). A description of the terms of the Order was included in Item 1.01 of the current report on Form 8-K filed by the Corporation with the Securities and Exchange Commission on July 2, 2009, which description is incorporated herein by reference.
Union Federal has complied in all material respects with its requirements under the Order.
By letter dated March 5, 2010, the OTS notified Union Federal that the OTS terminated the Order in its entirety, effective that date. The OTS order terminating the Order is filed as Exhibit 99.1 to this current report on Form 8-K.
Following termination of the Order, Union Federal remains subject to extensive regulation, supervision and examination by the OTS and the Federal Deposit Insurance Corporation.
Item 8.01 Other Events
During the second quarter of fiscal 2010, the Corporation announced that it had begun examining strategic alternatives for Union Federal, including a potential sale.
On March 9, 2010, the Corporation issued a press release in connection with the termination of the Order. The full text of the press release is filed as Exhibit 99.2 to this current report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Order, effective March 5, 2010, Terminating Order to Cease and Desist
99.2 Press release issued by the Corporation on March 9, 2010 entitled, “Office of Thrift Supervision Terminates Enforcement Action Against First Marblehead Subsidiary Union Federal Savings Bank”
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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.
| THE FIRST MARBLEHEAD CORPORATION |
| |
| |
Date: March 10, 2010 | By: | /s/ Peter B. Tarr |
| | Peter B. Tarr |
| | Chairman of the Board of Directors |
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EXHIBIT INDEX
99.1 | | Order, effective March 5, 2010, Terminating Order to Cease and Desist |
| | |
99.2 | | Press release issued by the Corporation on March 9, 2010 entitled, “Office of Thrift Supervision Terminates Enforcement Action Against First Marblehead Subsidiary Union Federal Savings Bank” |
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