UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):  August 31, 2012

AMBASE CORPORATION
(Exact name of registrant as specified in its charter)



Delaware
1-07265
95-2962743
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employment Identification Number)



100 PUTNAM GREEN, GREENWICH, CT  06830-6027
(Address of principal executive offices, including zip code)


(203) 532-2000
(Registrant's telephone number, including area code)

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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

AmBase Corporation ("AmBase" or the "Company") announced that the Company's Board of Directors has appointed Ms. A. Halloran to the Company's Board of Directors, effective as of August 31, 2012.  Ms. A. Halloran was also appointed as a member of the Company' Accounting and Audit Committee.

Ms. A. Halloran is to be paid a director's fee to be commensurate with the Company's policy for Compensation of Directors as set forth in the Company's 2012 Proxy Statement as filed with the Securities and Exchange Commission as of March 29, 2012.  Currently, each director of the Company is paid an annual fee of $9,000.  In addition each Chairperson and/or Co-Chairperson of a Board committee is paid an additional fee of $1,000 per year and after four (4) Board and/or committee meetings, each director is to be paid a $500 per meeting attendance fee.  Pursuant to the Company's By-Laws, directors may be compensated for additional services for the Board of Directors or for any committee at the request of the Chairman of the Board or the Chairman of any committee.

Ms. A. Halloran is a managing member of BARC Investments, LLC, which currently owns 16,000,000 shares of AmBase Corporation common stock.  Ms. A. Halloran is the daughter of Mr. Richard A. Bianco, the Company's Chairman, President and Chief Executive Officer.


Item 8.01. OTHER INFORMATION

AmBase Corporation ("AmBase" or the "Company") is pleased to announce that there is a signed settlement agreement in the Supervisory Goodwill legal proceedings between AmBase, the Federal Deposit Insurance Corporation–Receiver ("FDIC-R") and the Department of Justice ("DOJ") on behalf of the United States of America (the "United States") (the "Settlement Agreement").

The Settlement Agreement provides for the payment by the United States directly to AmBase of $180,650,000 (one hundred and eighty million, six hundred and fifty thousand dollars) along with a federal tax gross-up, and includes other terms as set forth in the Settlement Agreement. The Settlement Agreement is subject to approval by the United States Court of Federal Claims (the "Court of Federal Claims). The payment of the Settlement Agreement proceeds by the United States to AmBase is to be paid in a lump sum pursuant to a timetable as provided for in the Settlement Agreement.

The Board of Directors of AmBase is considering a plan, which is subject to various economic, financial, business, tax, accounting, regulatory, legal and administrative considerations, to declare and pay a special cash dividend of between $1.50 and $2.00 per share of common stock possibly prior to the end of calendar year 2012.

A copy of the executed Settlement Agreement is provided as an exhibit hereto.

 





 
 



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.

 
AMBASE CORPORATION
 
 
 
 
 
By /s/ Richard A. Bianco   
 
Richard A. Bianco
 
Chairman, President and Chief Executive Officer
 
AmBase Corporation
 
Date:  August 31, 2012


 
EXHIBIT INDEX


Exhibit                                                                                                            Description

99                                                                                             Executed Settlement Agreement


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

No. 93-531C



I N   THE UN I TED   S T A TES C O UR T OF F E D E RA L   C L A I MS





AMBASE CORPORATION AND CARTERET BANCORP, INC.,


                   Plaintiffs, and
                                   FEDERAL DEPOSIT INSURANCE CORPORATION, Plaintiff-Intervenor,
v.


                                    UNITED STATES, Defendant.



SETTLE M E N T A G R EE M E N T TO   D I S C H AR GE J UD G M E NT






WHE R E A S , on August 31, 2011, the United States Court of Federal Claims filed a judgment for the plaintiffs in the amount of $205,013,00.00 in damages, plus tax gross-up if applicable in an amount to be determined at time of assessment;

WHE R E A S , on December 29, 2011, the United States filed a notice of appeal upon the judgment to the United States Court of Appeals for the Federal Circuit;
WHE R E A S , on January 3, 2012, the intervening plaintiff, Federal Deposit Insurance Corporation, in its capacity as successor to the rights of Carteret Savings Bank, F.A. and Carteret Federal Savings Bank, and as manager of the FSLIC Resolution Fund (FDIC-R), filed a notice of cross- appeal upon the judgment;
WHE R E A S , on January 11, 2012, AmBase Corporation and Carteret Bancorp, Inc. (collectively, AmBase) filed a notice of cross-appeal upon the judgment;
WHE R E A S , the defendant-appellant, the United States, and plaintiffs-cross appellants, AmBase and FDIC-R, desire to resolve all outstanding claims in these actions, Nos. 2012-5047,-5048,-
5049 (collectively, the AmBase Case), and to permit dismissal of the appeal and cross-appeals without further judicial proceedings and without there being any additional trials or adjudications of any issue of law or fact;
N OW THE R E F O R E , for the purposes expressly stated herein, and for no other purpose, the parties hereto stipulate and agree to the settlement


of the AmBase Case and to the dismissal of the appeal and cross-appeals under the following terms:
1.              The parties (collectively, the Parties) to this Settlement Agreement are AmBase, the FDIC-R, and the United States of America (including without limitation the FDIC in its corporate capacity).
2.              This Settlement Agreement is intended to completely and finally resolve all remaining claims and disputes between AmBase, the FDIC-R, and the United States arising from or related to: (1) the alleged contracts and claims asserted in the complaint (Complaint) that AmBase
filed in the United States Court of Federal Claims (No. 93-531 C) on August


25, 1993; (2) the alleged contracts and claims asserted in the first amended complaint (Amended Complaint) that AmBase filed in the United States Court of Federal Claims (No. 93-531 C) in April 1997; (3) the alleged contracts and claims asserted in the complaint in intervention (Complaint In Intervention) that the FDIC-R filed in the United States Court of Federal Claims (No. 93-531 C) in March 1997; (4) the claims and disputes submitted to the United States Court of Federal Claims in the AmBase Case; and (5)
the above-captioned appeal and cross-appeals in Nos. 2012-5047,-5048,-
5049.


3.              AmBase, the FDIC-R, and the United States have agreed to settle the AmBase Case in exchange for payment of One Hundred Eighty One Million dollars and no cents ($181,000,000) (the Settlement Amount) to be divided into two payments as follows: (1) the sum of One Hundred
Eighty Million and Six Hundred Fifty Thousand dollars and no cents ($180,650,000) to be paid by the United States directly to AmBase; and (2) the sum of Three Hundred Fifty Thousand dollars and no cents ($350,000) to be paid by the United States directly to the FDIC-R.
4.              Further, AmBase is entitled to a tax gross-up in an amount to be determined if and when any federal taxes should be imposed on the Settlement Amount. Any proceedings relating to this provision shall be pursuant to Rule 60(b) of the Rules of the United States Court of Federal Claims (RCFC).
5.              To the extent this Settlement Agreement requires AmBase to incur additional non-federal taxes on the Settlement Amount, AmBase waives the right to recover such payments from the United States.
6.              The Parties consent to a limited remand of this appeal and


cross-appeals for the purpose of seeking approval by the United States Court of Federal Claims, pursuant to RCFC 23.1(c), of the Parties' settlement as reflected in this Settlement Agreement, and agree to jointly file a motion for


limited remand within ten (10) business days of the execution of this


Settlement Agreement by all parties.


7.              Within ten (10) business days of the issuance of an order granting the motion for limited remand referenced in Paragraph 6, the
Parties shall file a joint motion in the United States Court of Federal Claims, in action No. 93-531 C, for approval, pursuant to RCFC 23.1(c), of the Parties' settlement as reflected in this Settlement Agreement.
8.              In the event the United States Court of Appeals denies the joint motion for limited remand referenced in Paragraph 6, within ten (10) business days of the issuance of an order denying that motion, the Parties shall file a joint motion in the United States Court of Federal Claims, pursuant to RCFC 62.1, seeking an indicative ruling regarding whether the Court of Federal Claims would approve, pursuant to RCFC 23.1(c), the Parties' settlement as reflected in this Settlement Agreement. As contemplated by RCFC 62.1, the Parties will promptly notify the Federal Circuit if the Court of Federal Claims states that it would grant the Rule
23.1(c) motion or that that motion raises a substantial issue, and will, in that event, promptly seek a remand so that the Court of Federal Claims may decide that motion.


9.              The United States shall remit to AmBase and the FDIC-R, by wire transfer, the Settlement Amount as set forth in Paragraph 3, within ten (10) business days of the approval of the Parties' settlement by the United States Court of Federal Claims. The Parties agree that payment of the Settlement Amount to AmBase and the FDIC-R shall constitute a full discharge of any payment obligation of the United States to AmBase and the FDIC-R under this Settlement Agreement, subject to AmBase's entitlement to recover a tax gross-up as provided in Paragraph 4.
10.              Within ten (10) business days following the payment of the Settlement Amount by the United States to AmBase and the FDIC-R, the Parties agree (1) to file a joint motion with the United States Court of Federal Claims in No. 93-531 C to vacate the Order and Opinion dated August 31, 2004 ( A m B as e C o r p .   v. Un it e d   S t a t e s , 61 Fed. Cl. 794 (2004)), upon the ground of mootness; and (2) to jointly seek the dismissal of the AmBase Case and any associated appeals and cross-appeals pending in the United States Court of Appeals for the Federal Circuit.
11.              AmBase, the FDIC-R and the United States agree to accept the terms of this Settlement Agreement in full settlement, accord, and satisfaction of any and all claims and demands that said Parties may have against each other that were merged into or barred by the judgment,


including all contract and other claims asserted in the Complaint, the


Amended Complaint, and the Complaint In Intervention.


12.              Upon satisfaction of the terms in this Settlement Agreement, AmBase, the FDIC-R and the United States release, waive, and abandon all remaining claims, except fraud, that said Parties may have against each other that were merged into or barred by the judgment, including all contract and other claims asserted in the Complaint, the Amended Complaint, or the Complaint In Intervention, and any claims for costs, interest, expenses, attorney fees, compensatory damages, or exemplary damages in the AmBase Case.
13.              AmBase, the FDIC-R and the United States each warrant and represent that no other action or suit by AmBase, the FDIC-R, or the United States with respect to the claims advanced in this case, or with respect to the judgment, is pending or will be filed in, or submitted to, any other court, administrative agency, or legislative body, except as relating to AmBase's entitlement to recover a tax gross-up as provided in Paragraph 4. Nothing in this Agreement will preclude AmBase from pursuing its claims in the action known as AmB a s e C o rp .   v. Un i t ed   S ta t e s , No. 3:08-cv-651, which was filed on April 29, 2008 in the United States District Court for the District of


Connecticut. If AmBase or the FDIC-R, now or in the future, violate any of the warranties and representations set forth in this paragraph, any amount paid by the United States pursuant to this Agreement shall be refunded promptly by the violating party, together with interest thereon at the rates provided in 41 U.S.C. § 1709, computed from the date the United States makes payment. If the United States, now or in the future, violates any of the warranties and representations set forth in this paragraph, the opposing parties likewise shall have the right to seek enforcement of the stipulated judgment including available equitable remedies if any.  AmBase and the FDIC-R further warrant and represent that they have made no assignment or transfer of any part of their rights arising out of, or relating to, the claims advanced in this suit.
14.              This Settlement Agreement is entered into solely for the purposes of settling this case and permitting the dismissal of this appeal and cross-appeals, and for no other purpose. This Settlement Agreement does not constitute an admission of liability and shall not bind the Parties hereto to any such admission, nor shall it be cited in any proceedings, whether judicial or administrative in nature, in which the parties or counsel for the parties have or may acquire an interest, except as necessary to effect or


enforce the terms of this Settlement Agreement or to distribute the proceeds thereof.
15.              This Settlement Agreement in no way relates to, or is concerned with, income or other taxes, and shall not alter any party's tax obligations, if any, associated with entry of a dismissal pursuant to this Settlement Agreement.
16.              Each party's counsel represents that he or she has been and is authorized to enter into this Settlement Agreement on behalf of his or her respective clients, which, for AmBase, includes Carteret Bancorp, Inc.
17.              Under this Settlement Agreement, the United States shall pay the Settlement Amount as described in Paragraph 3 to AmBase and the FDIC-R. In this Settlement Agreement, the United States does not express an opinion as to how AmBase should or will allocate its portion of the Settlement Amount or how the FDIC-R will distribute its portion of the Settlement Amount among the creditors of Carteret Savings Bank, F.A.'s or Carteret Federal Savings Bank's estate(s). Any dispute concerning or relating to the distribution of the Settlement Amount will not be grounds for revoking or modifying this Settlement Agreement or taking any other legal action against the United States.
18.                This document constitutes a complete integration of the


Settlement Agreement between AmBase, the FDIC-R and the United States, and supersedes any and all prior written or oral representations, understandings, or agreements among or between the parties to this Settlement Agreement concerning this case, Fed. Cir. Nos. 2012-5047,-
5 04 8 , - 50 49 ,   a n d   C ou rt o f F e d e ral   C l a i m s   Ca s e N o .   9 3- 53 1   C.



AGREED TO:


STUART F. DELERY
A c t i n g   A s s i s t a n t   A t to r n ey   G e n eral






CHARLES J. COOPER                                                                                                                                                     JEANNE E. DAVIDSON Cooper & Kirk, PLLC    Director
1523 New Hampshire Ave., N.W.                                                                                                                Commercial Litigation Branch
Washington, D.C. 20036                                                                                                                                                 Civil Division
Counsel for AmBase Corp. and                                                                                                                        Department of Justic
  Carteret Bancorp, Inc.                                                                                                                                                        PO Box 480
                                     Ben Franklin Station
                                     W a sh i n g t o n , D C 200 4 4




JOHN M. DORSEY III Counsel
Federal Deposit Ins. Corp.
550 17th St., NW Washington, DC 20429
Counsel for the FDIC



 


                                                                                                                 OF COUNSEL:
                                                                                                                 SCOTT D. AUSTIN
                                                                                                                 DAVID A. LEVITT
                                                                                                                AMANDA L. TANTUM Trial Attorneys

                                                                                                                      Attorneys for Defendant-Appellant
 
 
 
 



August     _, 2012                                                                                                                                                                                                                                 August    ,  2012