- Current report filing (8-K)

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) : October 5, 2009

Enterprise Acquisition Corp.

 (Exact Name of Registrant as Specified in Its Charter)

Delaware	001-33736	33-1171386
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6800 Broken Sound Parkway Boca Raton, FL	33487
(Address of Principal Executive Offices)	(Zip Code)

[phone]

 (Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name of 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)

[X]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 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 October 5, 2009, ARMOUR Residential REIT, Inc. ("ARMOUR") filed Amendment No. 2 to the Registration Statement on Form S-4 ("Amendment No. 2") with the Securities and Exchange Commission, which includes a proxy statement for stockholders and warrantholders of  Enterprise  Acquisition Corp. (“Enterprise”). In addition to a special meeting of stockholders to vote upon the proposed business combination involving Enterprise and ARMOUR, at a special meeting of warrantholders, warrantholders will vote upon a proposal (the "Warrant Amendment Proposal") to amend certain terms of the Warrant Agreement, dated as of November 7, 2007, between Enterprise and Continental Stock Transfer & Trust Company (the "Warrant Agreement"), which governs the terms of Enterprise’s outstanding warrants.  

The Warrant Amendment Proposal will amend the Warrant Agreement to provide that (i) the exercise price of Enterprise's warrants be increased from $7.50 to $11.00 per share, and (ii) the expiration date of the warrants will be extended from November 7, 2011 to November 7, 2013. Amendment No. 2 reflects a change agreed upon by Enterprise and ARMOUR to extend the expiration date to November 7, 2013, a two year extension, instead of November 7, 2012, a one year extension, as previously contemplated in Amendment No. 1 to ARMOUR's Registration Statement on Form S-4.

Enterprise has issued a press release announcing this change, which is attached as Exhibit 99.1.

Additional Information and Where to Find It

This communication is being made in respect of the proposed business combination involving Enterprise and ARMOUR. In connection with the proposed transaction, Enterprise has filed a Proxy Statement with the Securities and Exchange Commission and ARMOUR has filed Amendment No. 2 to the Registration Statement on Form S-4 with the SEC on October 5, 2009, in each case, that contains a preliminary Proxy Statement/Prospectus. The definitive Proxy Statement/Prospectus will be mailed to stockholders and warrantholders of Enterprise as of the record date of October 5, 2009. INVESTORS AND SECURITY HOLDERS OF ENTERPRISE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the definitive Proxy Statement/Prospectus (when available) and other documents filed with the SEC by Enterprise and ARMOUR through the website maintained by the SEC at www.sec.gov. Free copies of the definitive Proxy Statement/Prospectus (when available) and other documents filed with the SEC can also be obtained by directing a request to Enterprise Acquisition Corp., 6800 Broken Sound Parkway, Boca Raton, Florida 33487 Attention: Investor Relations.

Participants in Solicitation

Enterprise and ARMOUR and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Enterprise’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2008, which was filed with the SEC on March 16, 2009, and information regarding ARMOUR’s directors and executive officers will be available in the definitive Proxy Statement/Prospectus to be filed with the SEC by Enterprise and ARMOUR when it becomes available. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive Proxy Statement/Prospectus and other relevant materials to be filed with the SEC when they become available.

ITEM 9.01

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit		Description
99.1		Press Release, dated October 7, 2009

---

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.

Dated: October 7, 2009

ENTERPRISE ACQUISITION CORP.

/s/ Daniel C. Staton

Name: Daniel C. Staton

Title:   President and Chief Executive Officer

---

Exhibit Index

Exhibit		Description
99.1		Press Release, dated October 7, 2009