Attached files
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EX-99.1 - EXHIBIT 99.1 - Tower Group International, Ltd. | a50587457ex99_1.htm |
UNITED
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): March 8, 2013
Tower Group, Inc. |
(Exact name of registrant as specified in its charter) |
Delaware |
000-50990 |
13-3894120 |
||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
120 Broadway, 31st Floor |
New York, NY 10271 |
(Address of principal executive offices) |
(212) 655-2000 |
(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 8.01. Other Events.
On March 8, 2013, Tower Group, Inc. issued a press release
announcing the stock conversion number for the proposed merger with
Canopius Holdings Bermuda Limited. A copy of the press release is
attached as Exhibit 99.1 to this Form 8-K and is incorporated by
reference to this Item 8.01 as if fully set forth herein.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are filed as part of this report.
Number |
Description |
99.1 | Copy of press release issued by Tower Group, Inc. dated March 8, 2013 |
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements,
including, but not limited to, statements about the anticipated
consummation of the proposed merger transaction involving Tower and
Canopius Holdings Bermuda Limited and other statements that are not
historical facts. These forward-looking statements are based on Tower’s
current expectations and inherently involve significant risks and
uncertainties. Actual results and the timing of events could differ
materially from those anticipated in such forward looking statements as
a result of these risks and uncertainties, which include, without
limitation, risks related to Tower’s ability to complete the transaction
on the proposed terms and schedule, including risks and uncertainties
related to the satisfaction of the closing conditions related to the
merger. There can be no assurance that Tower will be able to complete
the merger on the anticipated terms, or at all. Additional risks and
uncertainties relating to Tower and its business can be found under the
caption “Risk Factors” and elsewhere in Tower’s SEC filings and reports,
including in its Annual Report on Form 10-K for the year ended
December 31, 2011, as amended by Form 10-K/A on January 16, 2013, which
are available at the SEC’s website http://www.sec.gov. Tower undertakes
no duty or obligation to update any forward-looking statements contained
in this Current Report on Form 8-K as a result of new information,
future events or changes in its expectations.
Additional Information and Where to Find It
In connection with the proposed merger transaction involving Tower and
Canopius Holdings Bermuda Limited (“Canopius Bermuda”), Tower and
Canopius Bermuda have filed documents with the SEC, including the filing
by Tower of a definitive proxy statement/prospectus relating to the
proposed merger and the filing by Canopius Bermuda of the Registration
Statement that includes the proxy statement/prospectus relating to the
proposed merger. The Registration Statement has been declared effective
by the SEC and a definitive proxy statement/prospectus has been filed
with the SEC by Tower and has been mailed to Tower’s stockholders in
connection with the proposed merger. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE REGISTRATION STATEMENT AND THE RELATED DEFINITIVE
PROXY STATEMENT/PROSPECTUS BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT TOWER, CANOPIUS BERMUDA, THE PROPOSED MERGER AND THE MATTERS
DESCRIBED ABOVE. Investors and security holders may obtain free copies
of these documents (when they are available) and other related documents
filed with the SEC at the SEC’s website at www.sec.gov, by directing a
request to Tower’s Secretary at Tower Group, Inc., Attention: Secretary,
120 Broadway, 31st Floor, New York, New York 10271, or by calling Tower
at 212-655-2000. Investors and security holders may obtain free copies
of the documents filed with the SEC on Tower’s website at www.twrgrp.com
under the heading “Investors” and then under the heading “SEC Filings.”
Tower and its directors and executive officers and Canopius Bermuda and its directors and executive officers may be deemed participants in the solicitation of proxies from the stockholders of Tower in connection with the proposed merger. Information regarding these directors and executive officers and their special interests in the proposed merger is included in the definitive proxy statement/prospectus described above. This document is available free of charge at the SEC’s website at www.sec.gov and from Tower as described above.
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Tower Group, Inc. |
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Registrant |
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Date: | March 8, 2013 |
/s/ William E. Hitselberger |
|
Executive Vice President, |
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Chief Financial Officer |