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) September 12, 2014
Tower Group International, Ltd. |
(Exact name of registrant as specified in its charter) |
Bermuda |
001-35834 |
N/A |
||
(State or other jurisdiction of incorporation) |
(Commission |
(I.R.S. Employer Identification No.) |
Bermuda Commercial Bank Building 19 Par-La-Ville Road Hamilton, HM 11, Bermuda |
(Address of principal executive offices) |
(441) 279-6610 |
(Registrant’s telephone number, including area code) |
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 8.01. |
Other Events |
On September 12, 2014, Tower Group International, Ltd. (“Tower”) issued a press release announcing that ACP Re, Ltd. (“ACP Re”) has received all regulatory approvals required in connection with its previously announced acquisition of Tower. Each of ACP Re and Tower expects to close the merger on the morning of Monday, September 15, 2014. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference to this Item 8.01 as if fully set forth herein.
Cautionary Statement Regarding Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This Current Report on Form 8-K and any other written or oral statements made by or on behalf of Tower may include forward-looking statements that reflect Tower’s current views with respect to future events and financial performance. All statements other than statements of historical fact included in this Current Report on Form 8-K 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” and “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 Tower to differ materially from those indicated in these statements. Please refer to Tower’s filings with the SEC, including among others Tower’s Annual Report on Form 10-K for the year ended December 31, 2013, for a description of the important factors that could cause the actual results of Tower to differ materially from those indicated in these statements. Forward-looking statements speak only as of the date on which they are made, and Tower undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
The following important factors are among those that could affect the actual outcome of other future events:
Additional risk factors that may cause outcomes that differ from our expectations or projections are described in various documents filed by Tower with the Securities and Exchange Commission, such as current reports on Form 8-K, and regular reports on Forms 10-K and 10-Q, particularly in “Item 1A, Risk Factors.”
Item 9.01. |
Financial Statements and Exhibits |
Number |
Description |
99.1 |
Copy of press release issued by Tower International Group, Ltd. dated September 12, 2014. |
SIGNATURES
Pursuant to the requirement 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.
Tower Group International, Ltd. |
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Registrant |
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Date: | September 12, 2014 |
/s/ |
Elliot S. Orol |
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Elliot S. Orol |
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Senior Vice President, General Counsel and Secretary |
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- 4 -
Exhibit 99.1
ACP Re, Ltd. and Tower Group International, Ltd. Announce Receipt of All Regulatory Approvals
HAMILTON, Bermuda--(BUSINESS WIRE)--September 12, 2014--ACP Re, Ltd. (“ACP Re”) and Tower Group International, Ltd. (NASDAQ:TWGP) (“Tower”) announced today that ACP Re has received all regulatory approvals required in connection with its previously announced acquisition of Tower. Each of ACP Re and Tower expects to close the merger on the morning of Monday, September 15, 2014.
CONTACT:
Tower Group International, Ltd.
William E. Hitselberger,
212-655-2110
Executive Vice President and Chief Financial Officer
bhitselberger@twrgrp.com