SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(RULE 13d - 102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)

(Amendment No.1)*

Flagstar Bancorp, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

337930101

(CUSIP Number)

December 31, 2008

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o      Rule 13d-1(b)

x      Rule 13d-1(c)

o      Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Page 1 of 10)

 

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Elliott Associates, L.P.

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

2,058,554

0

2,058,554

0

2,058,554

2.5%

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Elliott International, L.P.

Cayman Islands, British West Indies

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

3,092,797

0

3,092,797

3,092,797

3.7%

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Elliott International Capital Advisors Inc.

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

3,092,797

0

3,092,797

3,092,797

3.7%

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

This statement is filed with respect to the shares of common stock (the “Common Stock”) of Flagstar Bancorp, Inc. (the “Issuer”) beneficially owned by Elliott Associates, L.P. and its wholly owned subsidiaries (“Elliott Associates”), Elliott International, L.P. (“Elliott International”) and Elliott International Capital Advisors Inc. (“International Advisors” and collectively, the “Reporting Persons”) as of December 31, 2008 and amends and supplements the Schedule 13G originally filed on August 20, 2008 (the “Schedule 13G”). Except as set forth herein, the Schedule 13G is unmodified.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Elliott Associates owns 2,058,554 shares of Common Stock.

Elliott International and International Advisors together beneficially own 3,092,797 shares of Common Stock.

Elliott Associates, Elliott International and International Advisors together beneficially own an aggregate of 5,151,351 shares of Common Stock.

Elliott Associates’ ownership of 2,058,554 shares of Common Stock constitutes 2.5% of all of the outstanding shares of Common Stock.

Elliott International and International Advisors’ aggregate beneficial ownership of 3,092,797 shares of Common Stock constitutes 3.7% of all of the outstanding shares of Common Stock.

Elliott Associates, Elliott International and International Advisors’ aggregate beneficial ownership of 5,151,351 shares of Common Stock constitutes 6.2% of all the outstanding shares of Common Stock.

Elliott Associates has sole power to vote or direct the vote of 2,058,554 shares of Common Stock.

 

Elliott International and International Advisors together have shared power to vote or direct the vote of 3,092,797 shares of Common Stock.

Elliott Associates has sole power to dispose or direct the disposition of 2,058,554 shares of Common Stock.

Elliott International and International Advisors together have shared power to dispose or direct the disposition of 3,092,797 shares of Common Stock.

By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.