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)
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August
7, 2008
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CastlePoint
Holdings, Ltd.
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(Exact
name of registrant as specified in its charter)
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Bermuda
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001-33374
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n/a
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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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Victoria Hall, 11 Victoria Street, Hamilton, Bermuda
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HM 11
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area
code
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(441) 294-6409
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(Former name or former address, if changed since last report.)
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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
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As reported on a current reports on Form 8-K of CastlePoint Holdings,
Ltd. ("CastlePoint") dated August 5, 2008 and August 6, 2008, on August
4, 2008, CastlePoint entered into an Agreement and Plan of Merger (the
"Merger Agreement"), among Tower Group, Inc. (“Tower”), Ocean I
Corporation, a wholly-owned indirect subsidiary of Tower, and
CastlePoint. The purpose of this Item 1.01 in this current report on
Form 8K is to correct a typographical error in Exhibit 2.1 to the
current report on Form 8-K dated August 6, 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 CastlePoint dated
August 6,2008 is hereby replaced with the attached Exhibit 2.1, which is
incorporated herein by reference.
ITEM
2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On August 7, 2008, CastlePoint Holdings, Ltd. issued a press release
reporting its financial results for the second quarter 2008. A copy of
this press release is furnished hereunder as Exhibit 99.1 to this report
and incorporated herein.
The information provided in this Form 8-K, pursuant to “Item 2.02,
Results of Operations and Financial Condition”, including the press
release included as exhibit 99.1, is being furnished and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 (the "Exchange Act"),or otherwise subject to the liabilities of
that section, nor shall such information be deemed incorporated by
reference in any filing under the Securities Act of 1933, or the
Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
The release filed herewith includes non-GAAP information on operating
earnings investment yield and return on equity as well as references to
statutory results. Management believes these non-GAAP information is
useful to investors to better understand the results of operation and
financial condition. Not only is such information a valuable tool to
evaluate the underlying profitability of the insurance operations since
it excludes impact of the investment results, but management employs the
same information to assess the status of its operations.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 2.1:
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Agreement and Plan of Merger dated August 4, 2008 between Tower
Group, Inc., Ocean 1 and CastlePoint Holdings, Ltd. (corrected)
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Exhibit 99.1
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Exhibit 99.1: Press release titled "CastlePoint Reports Second
Quarter 2008 Results” dated August 7, 2008
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Cautionary Note Regarding Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. This press release or any other
written or oral statements made by or on behalf of CastlePoint and Tower
Group, Inc. (“Tower”) may include forward-looking statements that
reflect CastlePoint’s and Tower’s current views with respect to future
events and financial performance. All statements other than statements
of historical fact included in this press release are forward-looking
statements. Forward-looking statements can generally be identified by
the use of forward-looking terminology such as “may,” “will,” “plan,”
“expect,” “project,” “intend,” “estimate,” “anticipate,” “believe” or
“continue” or their negative or variations or similar terminology. All
forward-looking statements address matters that involve risks and
uncertainties. Accordingly, there are or will be important factors that
could cause the actual results of CastlePoint, Tower, and the combined
company to differ materially from those indicated in these statements.
The following factors, among others, could cause or contribute to such
material differences: the ability to obtain governmental approvals or
rulings on or regarding the transaction on the proposed terms and
schedule; the failure of the shareholders of CastlePoint or the
stockholders of Tower to approve the amalgamation; the failure to
satisfy the closing conditions to the transaction; the risk that the
businesses will not be integrated successfully or that such integration
may be more difficult, time-consuming or costly than expected; the risk
that the revenue opportunities, cost savings and other anticipated
synergies from the merger may not be fully realized or may take longer
to realize than expected; disruption from the amalgamation making it
difficult to maintain relationships with customers, employees, brokers
and managing general agents
1
; the risk that the U.S. or
Bermuda tax authorities may view the tax treatment of merger and/or the
other transactions contemplated by the merger agreement differently from
CastlePoint and Tower’s tax advisors; costs relating to the transaction;
ineffectiveness or obsolescence of the business strategy due to changes
in current or future market conditions; increased competition on the
basis of pricing, capacity, coverage terms or other factors; greater
frequency or severity of claims and loss activity, including as a result
of natural or man-made catastrophic events, than the underwriting,
reserving or investment practices of CastlePoint or Tower anticipate
based on historical experience or industry data; the ability to obtain
necessary governmental licenses; the ability to hire and retain
executive officers and other key personnel; the effects of acts of
terrorism or war; developments in the world's financial and capital
markets that adversely affect the performance of CastlePoint and Tower
's investments; changes in regulations or laws applicable to
CastlePoint, Tower and their respective subsidiaries, brokers or
customers, including tax laws in Bermuda and the United States;
acceptance of products and services, including new products and
services; changes in the availability, cost or quality of reinsurance
and failure of CastlePoint's or Tower’s reinsurers to pay claims timely
or at all; decreased demand for CastlePoint or Tower’s insurance or
reinsurance products; the effects of mergers, acquisitions and
divestitures in the insurance and reinsurance sectors; changes in rating
agency policies or practices; changes in legal theories of liability
under CastlePoint and Tower’s insurance policies or the policies that it
reinsures; changes in accounting policies or practices; and changes in
general economic conditions, including inflation and other factors.
Forward-looking statements speak only as of the date on which they are
made, and neither CastlePoint nor Tower undertake any obligation to
update publicly or revise any forward-looking statement, whether as a
result of new information, future developments or otherwise.
Additional Important Information About the Proposed Transaction and
Where to Find It
:
This communication is being made in connection with the proposed
business combination involving CastlePoint and Tower. In connection
with the proposed transaction, CastlePoint and Tower will file a joint
proxy statement/prospectus with the Securities and Exchange Commission
(“SEC”). INVESTORS AND SECURITY HOLDERS OF CASTLEPOINT AND TOWER ARE
URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND 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 copies of the
joint proxy statement/prospectus and any other relevant documents filed
with the SEC by CastlePoint and Tower, free of charge, through the
website maintained by the SEC at www.sec.gov. In addition, copies of
the definitive proxy statement/prospectus and any other relevant
documents filed with the SEC by CastlePoint may be obtained, free of
charge, from CastlePoint by directing a request to:
CastlePoint Holdings, Ltd.,
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Victoria Hall
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11 Victoria Street
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Hamilton HM 11 Bermuda
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Joel Weiner, Senior Vice President and
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Chief Financial Officer, 441-294-6400
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info@CastlePoint.bm
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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
:
CastlePoint, Tower and certain of their respective directors and
executive officers may be deemed to be participants in the solicitation
of proxies in respect of the proposed transaction. Information
regarding CastlePoint’s directors and executive officers is available in
its Annual Report on Form 10-K for the year ended December 31, 2007,
which was filed with the SEC on March 31, 2008, and its proxy statement
for its 2008 annual meeting of shareholders, which was filed with the
SEC on April 29, 2008. Information regarding Tower’s directors and
executive officers is available in Tower’s Annual Report on Form 10-K
for the year ended December 31, 2007, which was filed with the SEC on
March 14, 2008, and its proxy statement for its 2008 annual meeting of
stockholders, which was filed with the SEC on April 11,
2008. Additional 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
joint proxy statement/prospectus and any other relevant materials to be
filed with the SEC when they become available.
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.
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CastlePoint Holdings, Ltd.
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Date:
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August 7, 2008
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/s/ Joel S. Weiner
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Senior Vice-president and Chief Financial Officer
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Exhibit index
Exhibit 2.1:
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Agreement and Plan of Merger dated August 4, 2008 between Tower
Group, Inc., Ocean 1 and CastlePoint Holdings, Ltd. (corrected)
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Exhibit 99.1
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Exhibit 99.1: Press release titled "CastlePoint Reports Second
Quarter 2008 Results” dated August 7, 2008
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