Castlepoint Holdings, Ltd.-Filing of certain prospectuses and communications for business combination transactions (425)

 

 

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)

Delaware		000-50990		13-3894120
(State or other jurisdiction of		(Commission File Number)		(IRS Employer
incorporation)				Identification No.)
120 Broadway (31 st Floor), New York, NY				10271
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code [phone]

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		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		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.

 

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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)

Exhibit 2.1		Agreement and Plan of Merger, dated as of August 4, 2008, among Tower Group, Inc., Ocean I Corporation and CastlePoint Holdings, Ltd.

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 SEC’s website www.sec.gov or, with respect to documents filed by Tower, from Tower directly at 120 Broadway (31 ^st Floor), New York, NY 10271, [phone]; email: [e-mail].

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 Tower’s 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 Tower’s participants in the solicitation is contained in Tower’s Proxy Statement on Schedule 14A, filed with the SEC on March 14, 2008.

 

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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

		Tower Group, Inc.
		/s/ Francis M. Colalucci
		Name: Francis M. Colalucci
		Title: Chief Financial Officer and Treasurer

 

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Exhibit Index

Exhibit 2.1		Agreement and Plan of Merger, dated as of August 4, 2008, among Tower Group, Inc., Ocean I Corporation and CastlePoint Holdings, Ltd.