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EOS Preferred Corp., 8.50% Non-Cumul Exch Preferred Stock Series D
Ticker Symbol: EOSPN*     CUSIP: 26878J201     Exchange: OTOTC
Security Type:   Traditional Preferred Stock
* NOTE: This security is no longer trading as of 4/09/2012

Security's Distribution is Suspended!

QUANTUMONLINE.COM SECURITY DESCRIPTION:  EOS Preferred Corp., formerly the Capital Crossing Preferred Corp., 8.50% Non-Cumulative Exchangeable Preferred Stock, Series D, liquidation preference $25 per share, redeemable at the issuer's option on or after 7/15/2009 at $25 per share plus declared and unpaid dividends, with no stated maturity, and with noncumulative distributions of 8.50% ($2.125) per annum paid quarterly on 1/15, 4/15, 7/15 & 10/15 to holders of record on the last business day of the previous quarter. Dividends paid by preferreds issued by REITs are NOT eligible for the 15% tax rate on dividends and are also NOT eligible for the dividend received deduction for corporate holders. The preferred shares are exchangeable into preferred shares of Capital Crossing Bank (NNM: CAPX) if the bank is under capitalized or is in receivership. In regards to payment of dividends and upon liquidation, the preferred shares rank equally with other preferreds and senior to the common shares of the company. See the IPO prospectus for further information on the preferred stock by clicking on the ‘Link to IPO Prospectus’ provided below.
Stock
Exchange
Cpn Rate
Ann Amt
LiqPref
CallPrice
Call Date
Matur Date
Moodys/S&P
Dated
Distribution Dates 15%
Tax Rate
OTOTCn
OTOTCps
8.50%
$2.125
$25.00
$25.00
7/15/2009
None
NF NF
12/05/2011
Suspended!
1/15, 4/15, 7/15 & 10/15
Click for MW ExDiv Date
Click for Yahoo ExDiv Date
No

Go to Parent Company's Record (LEHMQ)

Notes:  From the 10-K filed with the SEC on 4/16/2012 -- On March 12, 2012, the Board of Directors of EOS (the “Board of Directors”) approved a Plan of Liquidation and Dissolution and on March 13, 2012, the Board of Directors of Aurora Bank, the sole common shareholder of EOS, approved the Plan of Liquidation and Dissolution. Our Series D preferred stock, previously listed on the NASDAQ Stock Market, Inc. (“NASDAQ”) under the ticker symbol “EOSPN”, formally ceased trading on March 28, 2012. On April 9, 2012, the Series B and Series D shareholders were liquidated and were paid their liquidation preference. These shareholders no longer have any rights as against the Corporation. A notice to delist from the NASDAQ-OMX exchange was filed on March 29, 2012. That delisting was effective April 9, 2012. Management expects to file Articles of Dissolution with the Secretary of State of the Commonwealth of Massachusetts on April 16, 2012. Management is coordinating the sale of our remaining assets, the wind down of our corporate affairs and the liquidation of the common shares and expects to be concluded during 2012. ____________ From the form 8-K filed with the SEC on 3/15/2012 -- In connection with the Corporation’s anticipated liquidation, the Board approved the voluntarily delisting of the Corporation’s 8.50% Non-Cumulative Exchangeable Preferred Stock, Series D (“Series D Preferred Stock) from The NASDAQ Stock Market. 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 January 1, 2012, 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 payment of the liquidating distribution to the holders of shares of Series D Preferred Stock. ____________ From the form 8-K filed with the SEC on 1/5/2011 -- On November 30, 2010, Aurora Bank FSB (the “Bank”), the parent of EOS Preferred Corporation (the “Corporation”), entered into a Stipulation and Consent to Issuance of Amended Order to Cease and Desist with the Office of Thrift Supervision (the “OTS”) whereby the Bank consented to the issuance of an Amended Order to Cease and Desist (the “Amended Order”) issued by the OTS, which amended the original Cease and Desist Order issued by the OTS on January 26, 2009 (the “Original Order”). In addition, on November 30, 2010, the OTS terminated the Prompt Corrective Action Directive, originally issued to the Bank on February 4, 2009. More detailed information can be found in the Amended Order itself, a copy of which is available on the OTS’ website (www.ots.treas.gov). The Amended Order did not amend provisions in the Original Order that require the Bank to ensure that each of its subsidiaries, including the Corporation, complies with the Original Order as amended. These operating restrictions, among other things, restrict transactions with affiliates, capital distributions, contracts outside the ordinary course of business and changes in senior executive officers, board members or their employment arrangements without prior written notice to the OTS. Under the Amended Order, the Corporation must continue to seek and receive approval from the OTS for the declaration, payment and distribution of dividends to its preferred and common shareholders. There is no assurance that the OTS will approve any request for the declaration, payment or distribution of dividends. As an operating subsidiary of the Bank, the Corporation remains subject to all of the terms and conditions of the Amended Order which would apply to such operating subsidiaries. On December 17, 2010, the Bank, on behalf of the Corporation submitted an Application for Capital Distribution to the OTS requesting permission to pay the fourth quarter 2010 dividends to the Corporation’s preferred and common shareholders. On December 30, 2010, the OTS provided a non-objection to the Bank permitting its operating subsidiary, the Corporation, to declare and pay the fourth quarter 2010 dividends to its shareholders. Accordingly, the Board of Directors of the Corporation (the “Board of Directors”) declared on December 31, 2010, a dividend payable on January 14, 2011, for the quarter ended December 31, 2010, to holders of record on December 31, 2010 of each of: (1) the Corporation’s 8.50% Non-Cumulative Exchangeable Preferred Stock, Series D (the “Series D preferred stock”), in the amount of $0.53125 per share; (2) the Corporation’s Preferred Stock, Series B, par value $0.01 per share, in the amount of $20 per share; and (3) the Corporation’s common stock in the amount of $884,385. The OTS has not approved or provided a non-objection to any further dividend distributions. There can be no assurance that approval or non-objection for the payment of future dividends will be received from the OTS or when or if such OTS approval requirement will be removed. Furthermore, any future dividends on the Series D ____________ From the form 8-K filed with the SEC on 7/21/2009 -- On June 26, 2009, the OTS notified Aurora Bank that the prior approval of the OTS is currently required before payment by the Company of dividends on its 8.50% Non-Cumulative Exchangeable Preferred Stock, Series D (the “Series D preferred stock”), as a result of the cease and desist order entered against Aurora Bank on January 26, 2009 (the “Order”), and the prompt corrective action directive issued to Aurora Bank on February 4, 2009 (the “PCA Directive”). As a result of the notice from the OTS, the Board of Directors of the Company (the “Board of Directors”) has voted not to declare or pay the Series D preferred stock dividend that would have been payable on July 15, 2009. Aurora Bank has made a formal request to the OTS to approve the payment of future dividends on the Series D preferred stock, however, there can be no assurance that such approval will be received from the OTS or when or if such OTS approval requirement will be removed. Furthermore, any future dividends on the Series D preferred stock will be payable only when, as and if declared by the Board of Directors. The terms of the Series D preferred stock provide that dividends on the Series D preferred stock are not cumulative and if no dividend is declared for a quarterly dividend period, the holders of the Series D preferred stock will have no right to receive a dividend for that period, and the Company will have no obligation to pay a dividend for that period, whether or not dividends are declared and paid for any future period. ____________ From the form 8-K filed with the SEC on 12/8/08 -- On October 31, 2008, the Corporation announced that the Board of Directors and Lehman Bank in its capacity as the holder of all of the outstanding common stock of the Corporation, had approved the complete liquidation and dissolution of the Corporation, subject to obtaining the approval of the Office of Thrift Supervision to the extent required by law or regulation or policy of the OTS. The Corporation also announced at such time that, in connection with the Liquidation, the Board of Directors had approved the voluntary delisting of the Corporation’s 8.50% Non-Cumulative Exchangeable Preferred Stock, Series D, from The NASDAQ Stock Market and the Corporation intended to declare one or more liquidating distributions in cash to the holders of the Series D Preferred Stock. On December 3, 2008, Lehman Bank informed the Board of Directors that it recently received notice from regulatory authorities that because the Series D Preferred Stock matches the prudential standards set forth in various delineated regulatory pronouncements, Lehman Bank should count the carrying value of such preferred stock as tier 1 regulatory capital. This notice combined with market conditions, capital levels, and the bankruptcy filing of Lehman Brothers Holdings Inc., the parent company of Lehman Bank, necessitate that the Series D Preferred Stock remain outstanding as tier 1 regulatory capital of Lehman Bank. It is anticipated that the maintenance of the Series D Preferred Stock as tier 1 regulatory capital of Lehman Bank will reduce the current risk of an automatic exchange of the Series D Preferred Stock into illiquid preferred shares of Lehman Bank in accordance with the terms of the Restated Articles of Organization of the Corporation prior to the completion of the Liquidation. As described in the “Risk Factors” of the Prospectus for the Series D Preferred Stock dated May 6, 2004, and in subsequent filings by the Corporation with the Securities and Exchange Commission, there are various triggering events related to the performance and capital levels of Lehman Bank, or the placement of Lehman Bank into bankruptcy, reorganization, conservatorship or receivership, that could trigger an automatic exchange of the Series D Preferred Stock into illiquid preferred shares of Lehman Bank. If an automatic exchange of the Series D Preferred Stock into preferred shares of Lehman Bank did occur, Lehman Bank may not be in a financial position to pay dividends on its preferred shares and the claims of depositors and creditors of Lehman Bank and of regulatory authorities would have priority over the claims of holders of the preferred shares of Lehman Bank. Therefore, in an effort to retain value and liquidity for holders of the Series D Preferred Stock, the Board of Directors has determined to abandon the Liquidation at this time. As a result, the Liquidating Distribution will not be made and the Series D Preferred Stock will continue to trade on The NASDAQ Stock Market. As a subsidiary of Lehman Bank, regulatory authorities can restrict the Corporation’s ability to transfer assets, to make dividends to the holders of the Series D Preferred Stock, or to redeem the Series D Preferred Stock. ____________ From the form 8-K filed with the SEC on 10/31/2008 -- On October 27, 2008, the Board of Directors of Capital Crossing Preferred Corporation unanimously approved, subject to obtaining the approval of the Office of Thrift Supervision 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 Corporation’s stockholders and adopted a Plan of Complete Liquidation and Dissolution of the Corporation. Also on October 27, 2008, Lehman Brothers Bank, FSB, 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 Corporation’s anticipated liquidation, the Board of Directors approved the voluntarily delisting of the Corporation’s 8.50% Non-Cumulative Exchangeable Preferred Stock, Series D 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. ____________ 10/22/08 Another user has weighed in and said the dividend was credited to his account on 10/17/08 dividend and was removed from his account on 10/20/08. The situation is confused to say the least. ____________ 10/17/08 A second QOL user says he received his 10/15/08 dividend on 10/17/08 so we have now removed the dividend suspension notice. ____________ A QOL user has informed us that CCPCN did not make the 10/15/08 dividend payment. We can find no information to confirm a payment suspension but are assuming that the information is correct. ____________ On September 19, 2006, Capital Crossing announced that it had signed a definitive merger agreement whereby Capital Crossing would be acquired by Lehman Brothers Bank, FSB, a subsidiary of Lehman Brothers (NYSE: LEH), a global investment bank. Under the terms of the agreement, Lehman Brothers will pay $30.00 per share in cash in exchange for each outstanding share of Capital Crossing. The acquisition is subject to customary closing conditions and regulatory approvals. These approvals include the approval of the Office of Thrift Supervision (OTS), the Federal Deposit Insurance Corporation (FDIC), the Massachusetts Commissioner of Banks and the Board of Governors of the Federal Reserve System. The merger is also subject to a determination from the Board of Governors of the Federal Reserve System that the requirements under the Bank Holding Company Act of 1956, as amended, do not apply to Lehman Bank by virtue of its momentary ownership of Capital Crossing as a stand-alone bank prior to its merger into Lehman Bank. In November 2006, the Board of Governors of the Federal Reserve System determined that the requirements under the Bank Holding Company Act do not apply to Lehman Bank in the case of this transaction. In January 2007, Lehman Bank received the necessary approvals from the OTS and the FDIC. On January 22, 2007, a public hearing was held before the Massachusetts Board of Bank Incorporation pursuant to notice duly given. On January 23, 2007, Capital Crossing received the requisite shareholder approval to consummate the merger. Pursuant to the merger agreement, following approval of the transaction by the Massachusetts Commissioner of Banks and the Massachusetts Board of Bank Incorporation, the acquisition is expected to be completed within two business days.

IPO - 5/7/2004 - 1.50 Million Shares @ $25.00/share.    Link to IPO Prospectus
Previous Ticker Symbol: CCPCN    Changed: 7/16/2010
Previous Name: Capital Crossing Preferred Corp., 8.50% Non-Cumul Exch Preferred Stock D    Changed: 7/13/2010
Market Value $37.5 Million

Company's Online Information Links
HOME PAGE:     http://www.chsonline.com/

Company's Online SEC EDGAR Filings
Company's SEC EDGAR Filings Go to SEC Filings

Address and Phone Numbers
Address:   1271 Avenue of the Americas, 46th Floor, New York, NY 10020
Main Phone Number 646-333-8809
Fax Number Not Available
PRS - Lana Franks CFO - Thomas O’Sullivan

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