flagstar13ga-021610.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(RULE
13d - 102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No.
2)*
Flagstar Bancorp,
Inc.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
337930101
(CUSIP
Number)
December 31,
2009
(Date of
Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[
] Rule
13d-1(b)
[x] Rule
13d-1(c)
[
] Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
1. NAMES
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [
]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE
VOTING POWER
239,999
6. SHARED
VOTING POWER
0
7. SOLE
DISPOSITIVE POWER
239,999
8. SHARED
DISPOSITIVE POWER
0
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
239,999
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN
SHARES* [ ]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%*
12. TYPE
OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
* Based
on 468,770,671 shares of Common Stock outstanding as of December 24,
2009.
1. NAMES
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Elliott
International, L.P.
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [
]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands, British West
Indies
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
360,001
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
360,001
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,001
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN
SHARES* [ ]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%*
12. TYPE
OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
* Based
on 468,770,671 shares of Common Stock outstanding as of December 24,
2009.
1. NAMES
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Elliott
International Capital Advisors Inc.
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [
]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
360,001
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
360,001
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,001
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN
SHARES* [ ]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%*
12. TYPE
OF REPORTING PERSON*
CO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
* Based
on 468,770,671 shares of Common Stock outstanding as of December 24,
2009.
This
statement is filed with respect to the shares of common stock (the “Common
Stock”) of Flagstar
Bancorp, Inc. (the “Issuer”) beneficially owned by Elliott Associates,
L.P. and its wholly owned subsidiaries (“Elliott Associates”), Elliott
International, L.P. (“Elliott International”) and Elliott International Capital
Advisors Inc. (“International Advisors” and collectively, the “Reporting
Persons”) as of February 11, 2010 and amends and supplements the Schedule 13G
originally filed on August 20, 2008, as previously amended (the "Schedule
13G"). Except as set forth herein, the Schedule 13G is
unmodified.
Provide the following information
regarding the aggregate number and percentage of the class of securities of the
issuer identified in Item 1.
(a) Amount
beneficially owned:
Elliott
Associates owns 239,999 shares of
Common Stock.
Elliott
International and International Advisors together beneficially own 360,001 shares of
Common Stock.
Elliott
Associates, Elliott International and International Advisors together
beneficially own an aggregate of 600,000 shares of Common Stock.
(b) Percent
of class:
Elliott
Associates’ ownership of 239,999 shares of Common Stock constitutes less than
0.1% of all of the outstanding shares of Common Stock.
Elliott
International and International Advisors' aggregate beneficial ownership of
360,001 shares of
Common Stock constitutes less than 0.1% of all of the outstanding shares of
Common Stock.
Elliott
Associates, Elliott
International and International Advisors' aggregate
beneficial ownership of 600,000 shares of
Common Stock constitutes 0.1% of all the outstanding shares of Common
Stock.
(c) Number
of shares as to which such person has:
|
(i)
|
Sole
power to vote or to direct the vote
|
Elliott
Associates
has sole power to vote or
direct the vote of 239,999 shares of Common Stock.
|
(ii)
|
Shared
power to vote or to direct the vote
|
Elliott
International
and
International Advisors together have shared power to vote or direct the vote of
360,001 shares of Common Stock.
|
(iii)
|
Sole
power to dispose or to direct the disposition
of
|
Elliott
Associates has sole power to
dispose or direct the disposition of 239,999 shares of Common
Stock.
|
(iv)
|
Shared
power to dispose or to direct the disposition
of
|
Elliott
International and International
Advisors together have shared power to dispose or direct the disposition of
360,001 shares of Common Stock.
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
If this
statement is being filed to report the fact that as of the date hereof the
Reporting Persons have ceased to be the beneficial owners of more than five
percent of the class of securities, check the following [X].
By
signing below the undersigned certifies that, to the best of its knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
SIGNATURES
After reasonable inquiry and to the
best of its knowledge and belief, each of the undersigned certifies that the
information with respect to it set forth in this statement is true, complete,
and correct.
Dated:
February 16, 2010
ELLIOTT
ASSOCIATES, L.P.
By:
Elliott Capital Advisors, L.P., as General Partner
By:
Braxton Associates, Inc., as General Partner
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
ELLIOTT
INTERNATIONAL, L.P.
By:
Elliott International Capital Advisors Inc.,
as Attorney-in-Fact
By:
/s/ Elliot
Greenberg
Elliot Greenberg
Vice President
ELLIOTT
INTERNATIONAL CAPITAL ADVISORS INC.
By:
/s/ Elliot
Greenberg
Elliot Greenberg
Vice President