- Current report filing (8-K)
July 29 2010 - 2:44PM
Edgar (US Regulatory)
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): July 28, 2010
ARLINGTON
ASSET INVESTMENT CORP.
(Exact
name of Registrant as specified in its charter)
Virginia
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54-1873198
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000-50230
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(State
or Other Jurisdiction
of
Incorporation or Organization)
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(I.R.S.
Employer Identification No.)
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(Commission
File Number)
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1001
Nineteenth Street North
Arlington,
VA 22209
(Address
of principal executive offices) (Zip code)
(877)
370-4413
(Registrant’s
telephone number including area code)
N/A
(Former name or former address, if
changed from 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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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
2.02.
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Results
of Operations and Financial
Condition.
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On July
28, 2010, Arlington Asset Investment Corp. issued a press release announcing its
financial results for the quarter ended June 30, 2010. A copy of the
press release is attached hereto as Exhibit 99.1.
The
information in Item 2.02 of this Current Report on Form 8-K, including
the exhibit furnished pursuant to Item 9.01, shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities under that Section. Furthermore,
the information in Item 2.02 of this Current Report on Form 8-K,
including the exhibit furnished pursuant to Item 9.01, shall not be deemed
to be incorporated by reference into the filings of the Company under the
Securities Act of 1933.
On July
28, 2010, the Company announced that its board of directors has authorized a new
share repurchase program (the “2010 Repurchase Program”), pursuant to which the
Company may repurchase up to 500,000 shares of the Company’s Class A common
stock. The 2010 Repurchase Program replaces the Company’s prior
repurchase program originally authorized in April 2003 (the “2003 Repurchase
Program”), pursuant to which the Company was authorized to repurchase up to
5,000,000 shares of its Class A common stock. The board of directors
terminated the 2003 Repurchase Program and replaced it with the 2010 Repurchase
Program in order to better position the Company to continue share repurchases
while preserving its ability to use its net operating loss carryforwards and net
capital loss carryforwards.
Repurchases
under the 2010 Repurchase Program may be made from time to time on the open
market and in private transactions at management’s discretion in accordance with
applicable federal securities laws. The timing of repurchases and the
exact number of shares of Class A common stock to be purchased will depend upon
market conditions and other factors. The 2010 Repurchase Program will
be funded using the Company’s cash on hand and cash generated from
operations. The 2010 Repurchase Program has no expiration date and
may be suspended or discontinued at any time without prior notice.
During
the three months ended June 30, 2010, the Company repurchased 29,022 shares of
its Class A common stock at an average price of $18.87 per share and a total
cost of $0.5 million. Upon adoption of the 2010 Repurchase Program on
July 28, 2010, the board determined to apply the repurchases made during the
three months ended June 30, 2010 against the shares authorized under the 2010
Repurchase Program, instead of the 2003 Repurchase
Program. Consequently, at July 28, 2010, 470,978 shares of Class A
common stock remained available for purchase under the 2010 Repurchase
Program.
Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
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99.1
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Arlington
Asset Investment Corp. Press Release dated July 28,
2010.
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SIGNATURE
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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ARLINGTON
ASSET INVESTMENT CORP.
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Date:
July 29, 2010
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By:
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/s/ Kurt R. Harrington
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Name:
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Kurt
R. Harrington
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Title:
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Executive
Vice President, Chief Financial Officer
and
Chief Accounting Officer
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EXHIBIT
INDEX
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99.1
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Arlington
Asset Investment Corp. Press Release dated July 28,
2010.
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