Form 8-K Armour Residential REIT, For: Nov 05
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E-mailUNITED 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) November 5, 2015
ARMOUR Residential REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland | 001-34766 | 26-1908763 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
3001 Ocean Drive, Suite 201 Vero Beach, Florida | 32963 | |
(Address of Principal Executive Offices) | (Zip Code) | |
(772) 617-4340
(Registrant’s Telephone Number, Including Area Code)
n/a
(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 (see General Instruction A.2. below):
[_] 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))
Item 7.01. Regulation FD Disclosure.
On November 5, 2015, ARMOUR Residential REIT, Inc. (“ARMOUR”) issued a press release announcing that it will provide an online, real-time webcast of its conference call with equity analysts covering ARMOUR's operating results for the third quarter ended September 30, 2015, on Monday, November 9, 2015, beginning at 10:00 a.m. (ET).
A copy of the press release is attached as Exhibit 99.1 to this report.
The information reported under this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of ARMOUR 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 8.01. Other Events.
In addition, on November 5, 2015, ARMOUR announced that a cash dividend rate of $0.33 per share will be payable to holders of ARMOUR common stock for the month of December 2015, as set forth below:
Holder of Record Date | Payment Date |
December 16, 2015 | December 30, 2015 |
A copy of ARMOUR's press release announcing the common stock dividend is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description |
99.1 | Press release dated November 5, 2015 |
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.
Dated: November 5, 2015
ARMOUR RESIDENTIAL REIT, INC. | |||
By: | /s/ James R. Mountain | ||
Name: | James R. Mountain | ||
Title: | Chief Financial Officer | ||
Exhibit Index
Exhibit No. | Description |
99.1 | Press release dated November 5, 2015 |
ARMOUR RESIDENTIAL REIT, INC.
ANNOUNCES DECEMBER 2015 DIVIDEND RATE PER COMMON SHARE
COMPANY ALSO ANNOUNCES THIRD QUARTER WEBCAST ON NOVEMBER 9, 2015
VERO BEACH, Florida - November 5, 2015 - ARMOUR Residential REIT, Inc. (NYSE: ARR, ARR PrA and ARR PrB) (“ARMOUR” or the “Company”) today announced the December 2015 cash dividend rate for the Company’s Common Stock.
December 2015 Common Stock Dividend Information
Month | Dividend | Holder of Record Date | Payment Date | |||
December 2015 | $0.33 | December 16, 2015 | December 30, 2015 | |||
ARMOUR also announced today that it will provide an online, real-time webcast of its conference call with equity analysts covering third quarter 2015 operating results on Monday, November 9, 2015. The Company will issue its third quarter 2015 earnings release after the close of trading on Friday, November 6, 2015.
The live broadcast will be available online at https://www.webcaster4.com/Webcast/Page/896/11241on November 9, 2015, beginning at 10:00 a.m. Eastern Time. The online replay will be available on the Company’s website http://www.armourreit.com and continue for one year.
Certain Tax Matters
ARMOUR has elected to be taxed as a real estate investment trust (“REIT”) for U.S. Federal income tax purposes. In order to maintain this tax status, ARMOUR is required to timely distribute substantially all of its ordinary REIT taxable income. Accordingly, ARMOUR may increase the amount of one or more announced dividends before the applicable record date or may declare supplemental dividends, if necessary, to meet this tax requirement. Dividends paid in excess of REIT taxable income for a fiscal year (including any taxable income carried forward from the previous year) will generally not be taxable to stockholders.
About ARMOUR Residential REIT, Inc.
ARMOUR is a Maryland corporation that invests primarily in fixed rate residential, adjustable rate and hybrid adjustable rate mortgage-backed securities issued or guaranteed by U.S. Government-sponsored enterprises, or guaranteed by the Government National Mortgage Association. ARMOUR is externally managed and advised by ARMOUR Capital Management LP, an investment advisor registered with the Securities and Exchange Commission (“SEC”).
Safe Harbor
This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations, estimates and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements.
-MORE-
ARMOUR Residential REIT, Inc. Announces December 2015 Dividend Rate Per Common Share and Third Quarter Webcast on November 9, 2015
Page 2
November 5, 2015
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. The Company disclaims any obligation to release publicly any updates or revisions to any forward-looking statement to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.
Additional Information and Where to Find It
Updated information on the Company’s investment, financing and hedge positions can be found in ARMOUR’s most recent “Company Update.” ARMOUR posts unaudited and unreviewed Company updates each month on www.armourreit.com. Additional information regarding the Company can be found at the SEC’s Internet site at http://www.sec.gov, or by directing requests to: ARMOUR Residential REIT, Inc., 3001 Ocean Drive, Suite 201, Vero Beach, Florida 32963, Attention: Investor Relations.
Investor Contact:
James R. Mountain
Chief Financial Officer
ARMOUR Residential REIT, Inc.
(772) 617-4340
-END-
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