Castlepoint Holdings, Ltd. - Current report filing (8-K)
2008年9月2日 - 7:01PM
Edgar (US Regulatory)
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 27, 2008
CastlePoint Holdings, Ltd.
(Exact name of registrant as specified in its charter)
Bermuda 001-33374 n/a
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(State or other jurisdiction Commission File (IRS Employer
of incorporation) Number: Identification No.)
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Victoria Hall, 11 Victoria Street, Hamilton, Bermuda HM 11
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (441) 294-6409
(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 240.133-4(c))
ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
CastlePoint Holdings, Ltd. ("CastlePoint") previously announced in a current
report on Form 8-K dated August 27, 2008 that its Bermuda based subsidiary,
CastlePoint Reinsurance Company, Ltd. ("CPRe"), had entered into a definitive
Stock Purchase Agreement to purchase all of the issued and outstanding shares of
the common stock of HIG, Inc. ("Hermitage"), and had entered into a definitive
Asset Purchase Agreement with Tower Insurance Company of New York, Tower
National Insurance Company, Tower National Insurance Company, Preserver
Insurance Company, Mountain Valley Insurance Company, Northeast Insurance
Company, and Tower Risk Management Corp., each a subsidiary of Tower Group, Inc.
("Tower") to sell the operating assets of Hermitage to Tower's subsidiaries.
The Stock Purchase Agreement and the Asset Purchase Agreement that CPRe has
entered into in connection with those previously announced transactions are
attached hereto as Exhibit 2.1 and Exhibit 2.2, respectively, each of which is
incorporated herein in its entirety.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 2.1: Stock Purchase Agreement dated August 27, 2008 between CPRe,
Hermitage, and Brookfield US Corporation. Pursuant to Item
601(b)(2) of Regulation S-K, schedules and attachments have been
omitted, but will be provided to the Commission upon request.
Exhibit 2.2: Asset Purchase Agreement dated August 26, 2008 between CPRe,
Tower Insurance Company of New York, Tower National Insurance
Company, Preserver Insurance Company, Tower National Insurance
Company, Mountain Valley Insurance Company, Northeast Insurance
Company, and Tower Risk Management Corp.
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2
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
CastlePoint Holdings, Ltd.
Date: August 29, 2008
/s/ Joel S. Weiner
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Senior Vice-president and Chief Financial Officer
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Exhibit Index
Exhibit 2.1: Stock Purchase Agreement dated August 27, 2008 between CPRe,
Hermitage, and Brookfield US Corporation. Pursuant to Item
601(b)(2) of Regulation S-K, schedules and attachments have been
omitted, but will be provided to the Commission upon request.
Exhibit 2.2: Asset Purchase Agreement dated August 26, 2008 between CPRe,
Tower Insurance Company of New York, Tower National Insurance
Company, Preserver Insurance Company, Tower National Insurance
Company, Mountain Valley Insurance Company, Northeast Insurance
Company, and Tower Risk Management Corp.
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3
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