UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
April 20, 2005
Date of report (Date of earliest event reported)
FIELDSTONE INVESTMENT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Maryland | | 000-50938 | | 74-2874689 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
11000 Broken Land Parkway, Suite 600
Columbia, Maryland 21044
(Address of Principal Executive Offices)
(410) 772-7200
(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 (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 1.01. Entry into a Material Definitive Agreement
On April 20, 2005, Fieldstone Investment Corporation (“Fieldstone Investment”) and Fieldstone Mortgage Company, a direct wholly owned subsidiary of Fieldstone Investment (“Fieldstone Mortgage”), entered into the 4/05 Amendment to Credit Agreement (the “Amendment”) by and among JPMorgan Chase Bank, N.A., Fieldstone Investment and Fieldstone Mortgage. The parties previously entered into the 4/04 Amended and Restated Senior Secured Credit Agreement dated April 21, 2004 (the “Agreement”), which expires on April 20, 2005. The Amendment extended the term of the revolving credit facility until April 19, 2006 and reduced the maximum committed amount available under the facility to $150,000,000. The Amendment also modified or revised certain other provisions of the Agreement, including provisions related to interest rates, facility fee, limits on recourse obligations, materiality limits on events of default and the net income requirement to allow for hedge fluctuations, and also corrected certain scriveners errors.
The Agreement is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
| Exhibit No. | | Description |
| | | |
| 10.1 | | 4/05 Amendment to Credit Agreement dated as of April 20, 2005 by and among JPMorgan Chase Bank, N.A., Fieldstone Investment Corporation and Fieldstone Mortgage Company. |
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SIGNATURES
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.
| FIELDSTONE INVESTMENT CORPORATION |
| |
Date: April 21, 2005 | By: | /s/ Michael J. Sonnenfeld | |
| | President and Chief Executive Officer |
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EXHIBIT INDEX
Exhibit No. | | Description |
| | |
10.1 | | 4/05 Amendment to Credit Agreement dated as of April 20, 2005 by and among JPMorgan Chase Bank, N.A., Fieldstone Investment Corporation and Fieldstone Mortgage Company. |
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