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EX-99.1 - EX-99.1 - Federal Home Loan Bank of New York | c21032exv99w1.htm |
EX-99.3 - EX-99.3 - Federal Home Loan Bank of New York | c21032exv99w3.htm |
EX-99.4 - EX-99.4 - Federal Home Loan Bank of New York | c21032exv99w4.htm |
EX-99.2 - EX-99.2 - Federal Home Loan Bank of New York | c21032exv99w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2011
Federal Home Loan Bank of New York
(Exact name of registrant as specified in its charter)
Federally Chartered Corporation | 000-51397 | 136400946 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
101 Park Avenue, Floor 5, New York, New York |
10178-0599 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (212) 441-6616
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:
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 February 28, 2011, the Federal Home Loan Bank of New York (the Bank) entered into a Joint
Capital Enhancement Agreement (the Original Agreement) with the other 11 Federal Home Loan Banks
(collectively, including the Bank, the FHLBanks). The Original Agreement provides that upon
satisfaction of the FHLBanks obligations to make payments related to the Resolution Funding
Corporation (REFCORP), each FHLBank will, on a quarterly basis, allocate at least 20 percent of
its net income to a separate restricted retained earnings account to be established by each
FHLBank. The Original Agreement generally prohibits each FHLBank from paying dividends out of its
separate restricted retained earnings account. The Original Agreement is further described in an
8-K Current Report filed by the Bank on March 1, 2011.
On August 5, 2011, the Bank amended the Original Agreement (the Amended Agreement) with the other
FHLBanks. The Amended Agreement is effective on August 5, 2011. In addition to certain technical
and conforming changes, the Amended Agreement (i) narrows the definition of Automatic Termination
Event, (ii) includes specific rules for determining whether or not an Automatic Termination Event
has occurred, and (iii) revises the rules for the disposition of Restricted Retained Earnings upon
termination of the Amended Agreement. A brief description of these changes is provided below and
is qualified in its entirety by reference to the Amended Agreement. A copy of the Amended Agreement
is included as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Under the Amended Agreement, Automatic Termination Event has been revised to mean (i) a change in
the Federal Home Loan Bank Act (the Act), or another applicable statute, that will have the
effect of creating a new, or higher, assessment or taxation on the net income or capital of the
FHLBanks, or (ii) a change in the Act, another applicable statute, or the rules and regulations of
the Federal Housing Finance Board or Federal Housing Finance Agency (the FHFA) that will result
in a higher mandatory allocation of an FHLBanks quarterly net income to any retained earnings
account.
The Amended Agreement provides additional procedures for determining whether an Automatic
Termination Event has occurred. In general, an FHLBank may assert that an Automatic Termination
Event has occurred by providing written notice to all other FHLBanks and to the FHFA. If at least
two-thirds of the FHLBanks agree that an Automatic Termination Event has occurred, then a
Declaration of Automatic Termination (as such term is defined in the Amended Agreement) will be
signed by those FHLBanks and delivered to the FHFA and if all requirements are met, an Automatic
Termination Event Declaration Date will then be deemed to occur after 60 calendar days. If the
asserting FHLBank does not obtain the concurrence of at least two-thirds of the FHLBanks, the
asserting FHLBank may request a determination from the FHFA. If the FHFA concurs that an Automatic
Termination Event has occurred, or if the FHFA fails to make a determination within 60 days after
the request is delivered to the FHFA (and such period has not been otherwise tolled), then an
Automatic Termination Event Declaration Date will be deemed to occur 60 days after the request was
delivered to the FHFA.
An FHLBanks obligation to make allocations to the Restricted Retained Earnings account terminates
on the Automatic Termination Event Declaration Date, and restrictions on paying dividends out of
the Restricted Retained Earnings account, or otherwise reallocating funds from the Restricted
Retained Earnings account, are terminated one year thereafter.
The Amended Agreement also provides that the FHLBanks may terminate the Amended Agreement by the
affirmative vote of the boards of directors of at least two-thirds of the FHLBanks. An FHLBanks
obligation to make allocations to the Restricted Retained Earnings account is terminated on the
date written notice of termination of the Amended Agreement is delivered to the FHFA, and
restrictions on paying dividends out of the Restricted Retained Earnings account, or otherwise
reallocating funds from the Restricted Retained Earnings account, terminate one year thereafter.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth above in Item 1.01 regarding the Amended Agreement is hereby incorporated
into this Item 3.03 by reference. Pursuant to the terms of the Amended Agreement, each FHLBank is
required to seek FHFA approval to amend its capital plan or capital plan submission, as applicable,
consistent with the terms of the Amended Agreement. On August 5, 2011, the FHFA approved such
amendments to the Banks Capital Plan (the Plan). On August 5, 2011, the Bank notified its
membership of such amendments to be effective September 5, 2011.
The Plan defines the rights of the holders of the Banks Class B Capital Stock, which is $100 par
value per share. The Banks Plan was amended solely to incorporate the substantive provisions of
the Amended Agreement by adding Section
11 to the Plan. The Amended Agreement is described above in Item 1.01 of this Current Report, as
well as in the Banks 8-K Current Report filed with the Securities and Exchange Commission (the
Commission) on March 1, 2011.
The foregoing description of the amendments to the Plan is qualified in its entirety by reference
to a copy of the Plan included herein as Exhibit 99.2 to this Current Report.
Item 7.01 Regulation FD Disclosure
On August 5, 2011, the FHFA issued a notice certifying that the FHLBanks had fully satisfied all
their obligations to contribute toward the interest payments owed on bonds issued by REFCORP.
On August 5, 2011, the Bank notified its membership regarding the amendments to the Plan as
described above in Item 3.03. Copies of the member notification and a Q&A that provides certain
information concerning the Amended Agreement are included as Exhibits 99.3 and 99.4, respectively,
to this Current Report, and are incorporated into Item 7.01 by reference. The information being
furnished pursuant to Item 7.01 of this Current Report on Form 8-K and contained in Exhibits 99.3
and 99.4 shall not be deemed to be filed for purposes of Section 18 of the Exchange Act of 1934,
as amended (the Exchange Act), or otherwise subject to the liability of that section, and shall
not be incorporated by reference into any registration statement or other document filed under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibits
99.1 | Joint Capital Enhancement Agreement, as amended August 5, 2011 |
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99.2 | Federal Home Loan Bank of New York Capital Plan, as amended as of August 5, 2011 and
effective as of September 5, 2011 |
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99.3 | Member Announcement, dated August 5, 2011 and issued by the Bank |
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99.4 | Joint Capital Enhancement Agreement Questions and Answers, updated August 5, 2011 |
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 thereunto duly authorized.
Federal Home Loan Bank of New York | ||||||
Date: August 5, 2011
|
By: | /s/ Patrick A. Morgan | ||||
Name: | Patrick A. Morgan | |||||
Title: | Senior Vice President and Chief Financial Officer |