Attached files
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| EX-99.1 - TWO HARBORS INVESTMENT CORP. | v205213_ex99-1.htm |
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
Date of
Report (Date of earliest event reported): December 13,
2010
Two
Harbors Investment Corp.
(Exact
name of registrant as specified in its charter)
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Maryland
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001-34506
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27-0312904
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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601
Carlson Parkway, Suite 330
Minnetonka,
MN 55305
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(Address
of principal executive offices)
(Zip
Code)
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Registrant’s
telephone number, including area code: (612) 238-3300
Not
Applicable
(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:
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o
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Written
communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
1.01
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
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In
connection with the appointment by Two Harbors Investment Corp. of BNY Mellon to
serve as its new transfer agent, as discussed further under Item 8.01 of this
Current Report, effective as of December 13, 2010, the company appointed Mellon
Investors Services LLC to serve as the Warrant Agent for the company’s warrants
to purchase common stock, replacing Continental Stock Transfer and Trust
Company. A copy of the Second Amendment to Warrant Agreement between
the company and Mellon Investor Services LLC (the “Amendment”) is
filed as Exhibit 99.1 to this Current Report.
ITEM
3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY
HOLDERS
(a) The
matters set forth in Item 1.01 are hereby incorporated by
reference. The Amendment does not affect or otherwise modify the
rights of the warrant holders.
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ITEM
8.01
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OTHER
EVENTS
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Effective
December 13, 2010, Two Harbors Investment Corp. appointed The Bank of New York
Mellon Shareowner Services (“BNY Mellon”) to serve as the Transfer Agent for the
company’s common stock, replacing Continental Stock Transfer and Trust
Company.
Shareholders
of Two Harbors can contact BNY Mellon as follows:
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By
Phone:
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U.S.
Toll Free:
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(800)
851-9677
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International:
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(201)
680-6578
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TDD
(for hearing impaired):
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(800)
231-5469
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On
the Internet:
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https://www.bnymellon.com/shareowner/equityaccess
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By
Email:
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shrrelations@bnymellon.com
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By
Mail:
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BNY
Mellon Shareowner Services
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P.O.
Box 3580160
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Pittsburgh,
PA 15252-8010
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By
Overnight Delivery or Registered Mail:
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BNY
Mellon Shareowner Services
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500
Ross Street - 6th Floor
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Pittsburgh,
PA 15262
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS.
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(d)
Exhibits
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Exhibit
No.
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Description
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99.1
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Second
Amendment to Warrant Agreement dated effective as of December 13, 2010 by
and between Two Harbors Investment Corp. and Mellon Investor Services
LLC.
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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.
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TWO
HARBORS INVESTMENT CORP.
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By:
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/s/ TIMOTHY W. O’BRIEN
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Timothy
O’Brien
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Secretary
and General Counsel
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Date:
December 13, 2010
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