Attached files
file | filename |
---|---|
EX-99.2 - MONTHLY OPERATING REPORT OF ADFITECH, INC. - TMST, Inc. | dex992.htm |
EX-99.1 - MONTHLY OPERATING REPORT OF TMST, INC. - TMST, Inc. | dex991.htm |
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): January 20, 2010
TMST, INC.
(Exact name of registrant as specified in its charter)
Maryland | 001-11914 | 85-0404134 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2300 North Ridgetop Road, Santa Fe, New Mexico 87506
(Address of principal executive offices) (ZIP Code)
Registrants telephone number, including area code: (505) 989-1900
(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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 7 Regulation FD
Item 7.01. | Regulation FD Disclosure. |
On May 1, 2009, TMST, Inc., a Maryland corporation formerly known as Thornburg Mortgage, Inc. (the Company), together with certain of its wholly-owned direct and indirect subsidiaries, ADFITECH, Inc., a Nevada corporation (ADFITECH), TMST Acquisition Subsidiary, Inc., a Delaware corporation formerly known as Thornburg Acquisition Subsidiary, Inc., TMST Home Loans, Inc., a Delaware corporation formerly known as Thornburg Mortgage Home Loans, Inc., and TMST Hedging Strategies, Inc., a Delaware corporation formerly known as Thornburg Mortgage Hedging Strategies, Inc. (collectively, the Debtors), filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code) in the United States Bankruptcy Court for the District of Maryland (the Bankruptcy Court), under case numbers 09-17787, 09-17788, 09-17790, 09-17791 and 09-17792, respectively. The Chapter 11 cases are being jointly administered by the Bankruptcy Court as Case No. 09-17787 (the Bankruptcy Cases). On October 23, 2009, the Bankruptcy Court ordered that a Chapter 11 Trustee be appointed for the Company, TMST Acquisition Subsidiary, Inc. and TMST Home Loans, Inc. On October 26, 2009, the Bankruptcy Court ordered that a Chapter 11 Trustee be appointed for TMST Hedging Strategies, Inc. On October 28, 2009, the Bankruptcy Court entered an order approving the appointment of Joel I. Sher as the Chapter 11 Trustee for the Company, TMST Acquisition Subsidiary, Inc., TMST Home Loans, Inc. and TMST Hedging Strategies, Inc. Additional information concerning the Bankruptcy Cases may be obtained through the Bankruptcy Court or at http://chapter11.epiqsystems.com/tmstinc.
The provisions of the Bankruptcy Code require the Debtors to file monthly operating reports with the Bankruptcy Court during the Bankruptcy Cases. On January 21, 2010, the Chapter 11 Trustee for the Company filed on behalf of the Debtors, except for ADFITECH, a report covering the period from December 1, 2009 through December 31, 2009 (the Company Monthly Operating Report), attached as Exhibit 99.1 hereto and incorporated herein by reference. On January 20, 2010, ADFITECH filed a report covering the period from December 1, 2009 through December 31, 2009 (the ADFITECH Monthly Operating Report and, together with the Company Monthly Operating Report, the Monthly Operating Reports), attached as Exhibit 99.2 hereto and incorporated herein by reference. Certain attachments to the Monthly Operating Reports as filed with the Bankruptcy Court have been omitted from the Exhibits attached hereto. Complete copies of the Monthly Operating Reports may be found through the Bankruptcy Court or at http://chapter11.epiqsystems.com/tmstinc.
As previously announced, it is not expected that there will be any distribution to the Companys equity holders in connection with the Bankruptcy Cases.
The Monthly Operating Reports are limited in scope, cover a limited time period and have been prepared solely for the purpose of complying with reporting requirements of the Bankruptcy Court and the Bankruptcy Code. The financial information contained in the Monthly Operating Reports is preliminary and unaudited and does not purport to show the financial statements of any of the Debtors in accordance with accounting principles generally accepted in the United States of America (GAAP) and, therefore, may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals and disclosure items. The Company cautions readers not to place undue reliance on the Monthly Operating Reports. The Monthly Operating Reports may be subject to revision. The Monthly Operating Reports are in a format required by the Bankruptcy Court and the Bankruptcy Code and should not be used for investment purposes. The information in the Monthly Operating Reports should not be viewed as indicative of future results.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
2
Section 9 Financial Statements and Exhibits
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are filed as part of this report in accordance with the provisions of Item 601 of Regulation S-K:
Exhibit Number |
Name of Exhibit | |
99.1 | Monthly Operating Report of TMST, Inc., and certain subsidiaries, for the period December 1, 2009 through and including December 31, 2009, filed with the United States Bankruptcy Court for the District of Maryland. | |
99.2 | Monthly Operating Report of ADFITECH, Inc. for the period December 1, 2009 through and including December 31, 2009, filed with the United States Bankruptcy Court for the District of Maryland. |
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TMST, INC. | ||
By: | /S/ JOEL I. SHER | |
Joel I. Sher | ||
Chapter II Trustee |
Date: January 22, 2010
4