UNITED STATES
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
Date
of Report (Date of earliest event reported): September 15, 2009
IRWIN FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
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| INDIANA
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0-6835
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35-1286807 |
(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
500 Washington Street
Columbus, Indiana 47201
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (812) 376-1909
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) |
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| o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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| o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR
240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
On September 15, 2009, Irwin Financial Corporation (the “Corporation”) and its principal
depository institution subsidiary, Irwin Union Bank and Trust Company (“IUBT”), entered into a
Cease and Desist Order (the “Order”) with the Board of Governors of the Federal Reserve System (the
“Federal Reserve”) and the Indiana Department of Financial Institutions (the “DFI”). The Order
includes requirements that the Corporation and IUBT achieve certain designated capital levels and
reduce reliance on certain types of deposits by September 30, 2009. The Corporation and IUBT
believe that there is no realistic prospect of achieving the required capital levels by the date
required in the Order and, in the absence of certain loan sales, which the Corporation and IUBT
believe would not be approved by appropriate regulatory bodies, they cannot achieve the requisite
reduction in reliance on the designated deposits by the required date.
The full text of the Order attached as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
IUBT
is a separate legal entity from the Corporation’s other
depository institution subsidiary, Irwin
Union Bank, F.S.B., which is a party to a Stipulation and Consent to the issuance of an Order to
Cease and Desist with the Office of Thrift Supervision, dated July 24, 2009.
Item 8.01 Other Events
The Corporation has also been advised by the Federal Reserve Bank of Chicago (“Chicago Reserve
Bank”) and the DFI that they disagree with the Corporation’s view of the timing of the recognition of certain
loan losses. As a result, IUBT has been required to submit to the Federal Deposit Insurance
Corporation (the “FDIC”) amended Consolidated Reports of Condition and Income (referred to
herein as the “Amended Call Report”) for the three months ended June 30, 2009 consistent with the
Chicago Reserve Bank’s view of the timing of these losses. The
Bank is undercapitalized for purposes of section 38 of the Federal Deposit Insurance Act and
Regulation H and is subject to the restrictions imposed on an undercapitalized state member bank.
Once we file the Amended Call Report, or if the Indiana Board of Public Depositories revokes
our eligibility sooner, IUBT will no longer be eligible to receive deposits from Indiana public
entities unless they are insured by the FDIC. These municipal deposits have represented an
important source of liquidity for IUBT.
Item 9.01. Financial Statements and Exhibits
d.) Exhibits
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| Exhibit No. |
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Description |
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10.1 |
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Federal Reserve and DFI Order to Cease and Desist,
dated September 15, 2009 |