Kmg America Corp - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
October 09 2007 - 7:37AM
Edgar (US Regulatory)
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, 2007
KMG America Corporation
(Exact Name of Registrant as Specified in Charter)
Virginia
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1-32377
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20-1377270
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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12600 Whitewater Drive, Suite 150
Minnetonka, Minnesota
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55343
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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:
(952) 930-4800
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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1
Item 8.01. Other Events.
On October 8, 2007, KMG America Corporation (KMG) issued a press release announcing that the Federal Trade Commission and Antitrust Division of the U.S. Department of Justice granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act), in connection with the proposed acquisition of KMG by Humana Inc., as previously announced on September 7, 2007. A copy of the press release is attached hereto as
Exhibit 99.1
and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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99.1
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Press release issued by KMG on October 8, 2007, announcing the early termination of the HSR Act waiting period in connection with the proposed acquisition of KMG by Humana Inc.
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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 8, 2007
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KMG AMERICA CORPORATION
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By:
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/s/ James E. Nelson
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James E. Nelson
Senior Vice President, General Counsel and Secretary
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EXHIBIT INDEX
Exhibit No.:
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Description:
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99.1
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Press release issued by KMG on October 8, 2007, announcing the early termination of the HSR Act waiting period in connection with the proposed acquisition of KMG by Humana Inc.
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