8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 21, 2009  

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)	(IRS Employer Identification No.)
120 Broadway (31st Floor), New York, NY		10271
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (212) 655-2000  

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))

TABLE OF CONTENTS

	ITEM 8.01 OTHER EVENTS
	ITEM 9.01 EXHIBIT INDEX
SIGNATURE
Exhibit Index
EX-99.2

ITEM 8.01 OTHER EVENTS

As reported on a Current Report on Form 8-K of Tower Group, Inc. (“Tower”) dated June 22, 2009, on June 21, 2009, Tower entered into an Agreement and Plan of Merger (the “Merger Agreement”) among Tower, Tower S.F. Merger Corporation, a wholly owned subsidiary of Tower, and Specialty Underwriters’ Alliance, Inc.

On June 22, 2009, Tower issued a communication to certain of its producers with respect to the Merger Agreement (the “Producer Bulletin”). Tower is filing as Exhibit 99.2 to this Form 8-K/A a copy of that communication.

ITEM 9.01 EXHIBIT INDEX

(d)

Exhibit 99.2 Producer Bulletin dated June 22, 2009, entitled “Tower Group Companies Announces Plans to Acquire Specialty Underwriters’ Alliance”.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

Investors will be able to obtain all relevant documents filed by Tower with the Securities and Exchange Commission (“SEC”) free of charge at the SEC’s website www.sec.gov or, from Tower directly at 120 Broadway (31^st Floor), New York, NY 10271, (212) 655-2000; email: info@twrgrp.com.

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.

SIGNATURE

Pursuant to the requirements 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.

Date: June 22, 2009
	Tower Group, Inc.
	/s/ Elliot S. Orol
	ELLIOT S. OROL
	Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit 99.2 Producer Bulletin dated June 22, 2009 entitled “Tower Group Companies Announces Plans to Acquire Specialty Underwriters’ Alliance”.

EX-99.2

Exhibit 99.2

Producer Bulletin
June 22, 2009

Tower Group Companies Announces Plans to Acquire Specialty Underwriters’ Alliance

I am pleased to announce that on June 22, 2009 Tower Group, Inc. has entered into a definitive agreement to purchase Specialty Underwriters’ Alliance, Inc. (“SUA”) in exchange for our shares, in a transaction valued at approximately $107 million. This agreement is subject to approvals by SUA shareholders and appropriate regulatory agencies and is expected to close on or before the end of 2009.

SUA is a public company that trades on the NASDAQ under the symbol “SUAI” and is headquartered in Chicago with a staff of approximately 145. Through its subsidiary, SUA Insurance Company, SUA is a specialty property and casualty insurance company providing commercial insurance products through exclusive wholesale Partner Agents that serve niche groups of insureds. These targeted customers require highly specialized knowledge due to their unique risk characteristics. Examples include tow trucks, professional employer organizations, public entities, and contractors. SUA also maintains claims office in California, Texas, Florida, and Chicago.

This acquisition clearly demonstrates our commitment to the specialty business and the programs business model. By acquiring SUA, we will be able to create a separate and distinct underwriting and operating infrastructure with a staff of 145 employees dedicated to the specialty program business. After the closing of this transaction, we plan to combine our programs underwritten through CastlePoint Management in New York with SUA’s Chicago office. In addition, we plan to utilize SUA’s underwriting staff in Chicago to offer our products written through Tower’s brokerage division to the wholesale and retail agents throughout the Midwest region.

In addition to the operational benefits that I have outlined above, this transaction further strengthens our capitalization by increasing our shareholders’ equity from $786.9 million at March 31, 2009 to approximately $890 million on a proforma basis at March 31, 2009. Based upon our discussion with A.M Best, we anticipate that our current “A-” rating will be unaffected by this transaction and SUA’s rating will be eventually increased to reflect SUA’s integration into our group.

In summary, we believe this transaction further expands our diversified business model in a prudent, careful and methodical manner that reflects our commitment to shareholders, customers and business partners as well as our employees. We will be communicating with you in the weeks and months ahead with additional details as events unfold. We are very enthusiastic about this acquisition and the opportunities it brings to Tower, to Specialty Underwriters’ Alliance, and to you.

Michael H. Lee

President & CEO

Tower Group, Inc.