Castlepoint Holdings, Ltd.-Filing of certain prospectuses and communications for business combination transactions (425)
2008年8月7日 - 5:19AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K/A
AMENDMENT
NO. 1 TO
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 4, 2008
Tower Group, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-50990
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13-3894120
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer
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incorporation)
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Identification No.)
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120 Broadway (31
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Floor), New York, NY
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10271
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code
(212) 655-2000
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):
þ
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.133-4(c))
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ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
As reported on a Current Report on Form 8-K of Tower Group, Inc. (Tower)
dated August 5, 2008, on August 4, 2008, Tower entered into an Agreement and
Plan of Merger (the Merger Agreement), among Tower, Ocean I Corporation, a
wholly-owned indirect subsidiary of Tower, and CastlePoint Holdings, Ltd. The
purpose of this current report on Form 8-K/A is to amend such Current Report on
Form 8-K to correct a typographical error in Exhibit 2.1 thereto, the Merger
Agreement. Specifically, the reference to $16.75 in Section 7.1(h) of the
Merger Agreement has been corrected in Exhibit 2.1 attached hereto with a
reference to $17.50.
Exhibit 2.1 to the Current Report on Form 8-K of Tower dated August 5, 2008 is
hereby replaced with the attached Exhibit 2.1, which is incorporated herein by
reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
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Exhibit 2.1
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Agreement and Plan of Merger, dated as of August 4, 2008, among Tower Group, Inc., Ocean I Corporation and
CastlePoint Holdings, Ltd.
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ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with this proposed transaction, Tower and CastlePoint will file a joint proxy
statement/prospectus with the Securities and Exchange Commission (SEC). Investors are urged to
carefully read the proxy statement/prospectus and any other relevant documents filed with the SEC
when they become available because they will contain important information.
Investors will be able
to obtain the proxy statement/prospectus and all relevant documents filed by Tower with the SEC
free of charge at the SECs website www.sec.gov or, with respect to documents filed by Tower, from
Tower directly at 120 Broadway (31
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Floor), New York, NY 10271, (212) 655-2000; email:
info@twrgrp.com.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy the
securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as
amended.
PARTICIPANTS IN THE SOLICITATION
The directors, executive officers and other members of management and employees of Tower may be
deemed participants in the solicitation of proxies from its stockholders in favor of the
transactions. Information concerning persons who may be considered participants in the
solicitation of Towers stockholders under the rules of the SEC is set forth in public filings
filed by Tower with the SEC and will be set forth in the proxy statement/prospectus when it is
filed with the SEC. Information concerning Towers participants in the solicitation is contained
in Towers Proxy Statement on Schedule 14A, filed with the SEC on March 14, 2008.
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
Date:
August 6, 2008
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Tower
Group, Inc.
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/s/ Francis M. Colalucci
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Name: Francis M. Colalucci
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Title: Chief Financial Officer and Treasurer
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Exhibit Index
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Exhibit 2.1
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Agreement and Plan of Merger, dated as of August 4, 2008, among Tower Group, Inc., Ocean I Corporation and
CastlePoint Holdings, Ltd.
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Castlepoint Holdings Ltd (MM) (NASDAQ:CPHL)
過去 株価チャート
から 8 2024 まで 9 2024
Castlepoint Holdings Ltd (MM) (NASDAQ:CPHL)
過去 株価チャート
から 9 2023 まで 9 2024