UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal year ended December 31, 2004
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 000-50938
Fieldstone Investment Corporation
(Exact name of registrant as specified in its charter)
Maryland |
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| 74-2874689 |
(State or other jurisdiction of |
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incorporation or organization) |
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| Identification No.) |
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11000 Broken Land Parkway, Suite 600, |
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Columbia, MD |
| 21044 |
| 410-772-7200 |
(Address of principal executive offices) |
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| (Telephone No., including area code) |
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes o No x.
As of June 30, 2004, the last trading day of our last second fiscal quarter, our common stock was not listed on any exchange or over-the-counter market. Our common stock began trading on the NASDAQ National Market on February 3, 2005.
Number of shares of Common Stock outstanding at March 28, 2005: 48,835,876
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Definitive Proxy Statement to be filed with the Commission pursuant to Regulation 14A in connection with the registrant’s 2005 Annual Meeting of Stockholders, subsequent to the date hereof, are incorporated by reference into Part III of this Report. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days after the conclusion of the registrant’s fiscal year ended December 31, 2004.
EXPLANATORY NOTE TO AMENDMENT
Fieldstone Investment Corporation is filing this Form 10-K/A as Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2004 that was filed with the Securities and Exchange Commission on March 25, 2005 solely for the purpose of filing Exhibit 21.1, Subsidiaries of the Registrant, which was inadvertently omitted from the original filing of the Form 10-K. Pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Form 10-K/A includes the entire text of Item 15.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) |
| Documents filed as part of this report: | ||
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| 1. |
| The following Financial Statements of the Company are included in Part II, Item 8 of this Annual Report on Form-10K: |
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| Report of Independent Registered Public Accounting Firm |
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| Consolidated Statements of Condition as of December 31, 2004, December 31, 2003 and 2002 |
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| Consolidated Statements of Operations for the Years Ended December 31, 2004, 2003 and 2002 |
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| Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2004, 2003 and 2002 |
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| Consolidated Statements of Cash Flows for the Years Ended December 31, 2004 , 2003 and 2002 |
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| Notes to Consolidated Financial Statements |
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| 2. |
| Schedules to Consolidated Financial Statements: |
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| Schedule IV—Mortgage Loans on Real Estate as of and for the Year Ended December 31, 2004, is included in Part II, Item 8 of this Annual Report on Form 10-K. |
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| 3. |
| Exhibits |
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(b) |
| Exhibits | ||
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| See “Exhibit Index” | ||
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(c) |
| Financial Statement Schedules and other Financial Statements | ||
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| None. | ||
2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FIELDSTONE INVESTMENT CORPORATION (registrant) | |
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Dated March 30, 2005 | By: | /s/ Michael J. Sonnenfeld |
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| Michael J. Sonnenfeld |
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| President and Chief Executive Officer |
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| (Principal Executive Officer) |
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Dated March 30, 2005 | By: | /s/ Robert G. Partlow |
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| Robert. G. Partlow |
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| Senior Vice President—Chief Financial Officer |
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| (Principal Financial and Accounting Officer) |
3
EXHIBIT INDEX
Exhibit Number |
| Description |
3.1* |
| Articles of Amendment and Restatement |
3.2* |
| Bylaws |
3.3* |
| Articles of Merger between Fieldstone Holdings Corp. and Fieldstone Investment Corporation |
4.1* |
| Specimen Common Stock Certificate |
4.2* |
| Registration Rights Agreement, dated as of November 14, 2003, by and between Fieldstone Investment Corporation and Friedman, Billings, Ramsey & Co., Inc. |
10.1*† |
| Equity Incentive Plan |
10.2*† |
| Executive Incentive Compensation Plan Parameters of Awards of Stock Options and Restricted Shares |
10.3*† |
| Form of Incentive Stock Option Agreement |
10.4*† |
| Form of Nonqualified Stock Option Agreement |
10.5*† |
| Form of Restricted Stock Agreement |
10.6(1)*† |
| Form of Senior Management Employment Agreement |
10.6(2)*† |
| Senior Manager Incentive and Retention Bonus Plan |
10.7*† |
| Employment Agreement dated as of September 1, 2003 between Fieldstone Mortgage Company and Michael J. Sonnenfeld |
10.8*† |
| Employment Agreement dated as of September 1, 2003 between Fieldstone Mortgage Company and Walter P. Buczynski |
10.9*† |
| Employment Agreement dated as of September 1, 2003 between Fieldstone Mortgage Company and John C. Camp |
10.10*† |
| Employment Agreement dated as of September 1, 2003 between Fieldstone Mortgage Company and Robert G. Partlow |
10.11*† |
| Employment Agreement dated as of September 1, 2003 between Fieldstone Mortgage Company and Gary K. Uchino |
10.12*† |
| Employment Letter Agreement, dated March 10, 2004, from Fieldstone Investment Corporation to John C. Kendall |
10.13*† |
| Summary of Board of Directors’ Compensation |
10.14(1)* |
| Revolving Credit and Security Agreement, dated March 13, 2001, by and between Countrywide Warehouse Lending and Fieldstone Mortgage Company |
10.14(2)* |
| Amendment No. 1 to Revolving Credit and Security Agreement, dated November 10, 2003, among Countrywide Warehouse Lending, Fieldstone Mortgage Company and Fieldstone Investment Corporation |
10.15* |
| 4/04 Amended and Restated Senior Secured Credit Agreement, dated April 21, 2004, among Fieldstone Investment Corporation, Fieldstone Mortgage Company and JPMorgan Chase Bank |
10.16(1)* |
| Credit Agreement, dated July 23, 2003, between Fieldstone Mortgage Company and Guaranty Bank |
10.16(2)* |
| First Amendment to Credit Agreement, dated September 12, 2003, between Fieldstone Mortgage Company and Guaranty Bank |
10.16(3)* |
| Second Amendment to Credit Agreement, dated November 10, 2003, between Fieldstone Mortgage Company and Guaranty Bank |
10.16(4)* |
| Third Amendment to Credit Agreement, dated December 31, 2003, between Fieldstone Mortgage Company and Guaranty Bank |
10.16(5)* |
| Fifth Amendment to Credit Agreement, dated June 30, 2004, between Fieldstone Mortgage Company and Guaranty Bank |
10.16(6)* |
| Sixth Amendment to Credit Agreement, dated August 26, 2004, between Fieldstone Mortgage Company and Guaranty Bank |
10.16(7)** |
| Seventh Amendment to Credit Agreement, dated March 10, 2005, between Fieldstone Mortgage Company and Guaranty Bank |
10.17(1)* |
| Mortgage Loan Purchase and Sale Agreement, dated July 23, 2003, by and between Fieldstone |
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| Mortgage Company and Guaranty Bank |
| First Amendment to Mortgage Loan Purchase and Sale Agreement, dated June 30, 2004, by and between Fieldstone Mortgage Company and Guaranty Bank | |
10.18(1)* |
| Amended and Restated Master Repurchase Agreement, dated April 5, 2004, among Credit Suisse First Boston Mortgage Capital LLC, Fieldstone Mortgage Company and Fieldstone Investment Corporation |
10.18(2)* |
| Amendment No. 1 to Amended and Restated Master Repurchase Agreement, dated July 8, 2004, among Credit Suisse First Boston Mortgage Capital LLC, Fieldstone Mortgage Company and Fieldstone Investment Corporation |
10.18(3)** |
| Amendment No. 2 to Amended and Restated Master Repurchase Agreement, dated February 22, 2005, among Credit Suisse First Boston Mortgage Capital LLC, Fieldstone Mortgage Company and Fieldstone Investment Corporation |
10.19* |
| Second Amended and Restated Master Repurchase Agreement Governing Purchases and Sales of Mortgage Loans, dated December 29, 2004, among Lehman Brothers Bank, FSB, Fieldstone Investment Corporation and Fieldstone Mortgage Company |
10.20* |
| Master Repurchase Agreement, dated as of November 12, 2004 among Merrill Lynch Bank USA, Fieldstone Mortgage Company and Fieldstone Investment Corporation |
10.21* |
| Purchase/Placement Agreement, dated as of November 10, 2003, between Friedman, Billings, Ramsey & Co., Inc., Fieldstone Investment Corporation and Fieldstone Mortgage Company |
10.22* |
| Voting Agreement, dated as of October 28, 2004, by and among Fieldstone Investment Corporation and Friedman, Billings, Ramsey Group, Inc. |
10.23* |
| Amended and Restated Engagement Letter between Friedman, Billings, Ramsey & Co., Inc. and Fieldstone Investment Corporation, dated October 28, 2004 |
14.1* |
| Code of Business Conduct and Ethics |
21.1+ |
| List of Subsidiaries |
24.1** |
| Power of Attorney of Thomas D. Eckert |
24.2** |
| Power of Attorney of David S. Engelman |
24.3** |
| Power of Attorney of Celia V. Martin |
24.4** |
| Power of Attorney of Jonathan E. Michael |
24.5** |
| Power of Attorney of David A. Schoenholz |
24.6** |
| Power of Attorney of Jeffrey R. Springer |
31.1+ |
| Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2+ |
| Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1** |
| Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
99.1* |
| Charter of the Audit Committee of the Board of Directors |
99.2* |
| Charter of the Compensation Committee of the Board of Directors |
99.3* |
| Charter of the Nominating and Governance Committee of the Board of Directors |
+ Filed herewith.
* Incorporated by reference to the registrant’s registration statement on Form S-11, File No. 333-114802.
** Filed as an exhibit to the registrant’s Form 10-K filed on March 25, 2005.
† Denotes a management contract or compensatory plan.