0000950172-01-500867.txt : 20011009 0000950172-01-500867.hdr.sgml : 20011009 ACCESSION NUMBER: 0000950172-01-500867 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010927 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TREMONT ADVISERS INC CENTRAL INDEX KEY: 0000880320 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 061210532 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27077 FILM NUMBER: 1749095 BUSINESS ADDRESS: STREET 1: 555 THEODORE FREMD AVE CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 9149213400 MAIL ADDRESS: STREET 1: 555 THEODORE FREMD AVE CITY: RYE STATE: NY ZIP: 10580 8-K 1 ssept8k.txt 8-K ============================================================================== 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 27, 2001 TREMONT ADVISERS, INC. ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-27077 06-1210532 ------------------------------------------------------------------------------ (State or Other (Commission File Number) (IRS Employer Jurisdiction of Identification No.) Incorporation) 555 Theodore Fremd Avenue, Rye, New York 10580 ------------------------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (914) 925-1140 ============================================================================== ITEM 5. OTHER EVENTS On September 25, 2001 at a special meeting, the stockholders of Tremont Advisers, Inc. ("Tremont") adopted the Agreement and Plan of Merger, dated July 10, 2001 (the "Merger Agreement"), by and among Tremont, Oppenheimer Acquisition Corp. and Joshua Acquisition Corp. Pursuant to the terms of the Merger Agreement, it is planned that on or about October 1, 2001 Tremont will become a wholly-owned subsidiary of Oppenheimer Acquisition Corp. On September 26, 2001 Tremont issued a press release announcing the stockholders' adoption of the Merger Agreement. A copy of such press release is attached as Exhibit 99.1 hereto. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit 99.1 Press release dated September 26, 2001 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 thereunto duly authorized. TREMONT ADVISERS, INC. Date: September 27, 2001 By: /s/ Stephen T. Clayton ------------------------------------- Stephen T. Clayton Chief Financial Officer and Administrative Officer (Duly authorized Officer and Principal Financial and Accounting Officer) Exhibit 99.1 EX-99.1 3 sprelea.txt PRESS RELEASE FOR IMMEDIATE RELEASE Press Release 01-6 Contact: Robert Schulman, President and Co-CEO, Tremont Advisers, Inc. 914-925-1140 TREMONT ADVISERS STOCKHOLDERS APPROVE PURCHASE BY OPPENHEIMER ACQUISITION CORP.; Transaction Scheduled To Close October 1 Rye, NY, September 26, 2001 - Tremont Advisers, Inc. (Nasdaq Small Cap: TMAV) today announced that the proposed terms for the acquisition of Tremont by Oppenheimer Acquisition Corp. (OAC) were adopted by Tremont's stockholders at a special meeting held on September 25, 2001. According to Tremont, with the approval of the acquisition by its stockholders, all conditions to the transaction have been satisfied and the closing has been scheduled for October 1, 2001. OAC and Tremont announced in July that OAC would acquire all of the outstanding shares of Tremont at $19 per share, merging one of the leaders in the hedge fund industry with the strong distribution capabilities of OppenheimerFunds, one of the nation's most respected mutual fund managers. Under the terms of the acquisition, Tremont, one of the world's top hedge fund advisory and information firms, will be operated as an independent, wholly owned subsidiary of OAC. Oppenheimer Acquisition Corp., the parent of OppenheimerFunds, Inc., is a subsidiary of Massachusetts Mutual Life Insurance Company, a global, diversified financial services company with $213 billion in assets under management at year-end 2000. Founded in 1959, OppenheimerFunds, Inc. is one of the nation's most respected mutual fund managers. As of June 30, 2001, the company and its subsidiaries managed assets of more than $120 billion, held in more than seven million shareholder accounts. OppenheimerFunds is not affiliated with either CIBC World Market nor Oppenheimer Capital, the investment management firm affiliated with PIMCO Advisors, LP. Tremont Advisers, Inc. is a diversified holding company which, through its subsidiaries, is primarily engaged in three core businesses: advisory services, information retrieval and sale, and investment products for the global alternative investment industry. Through its London-based information and research subsidiary, Tremont TASS (Europe) Limited, the firm provides data on the performance of more than 2,500 alternative investment managers and funds and promotes advisory and other products throughout Europe. Tremont advises on more than $8 billion in alternative investments and manages more than $1.5 billion of client assets in its proprietary funds. It has more than $250 million in life insurance policies in force, which are invested in alternative investments on behalf of clients. Tremont's wholly owned subsidiaries, Tremont Partners, Inc. and Tremont Securities, Inc., are registered as an investment adviser under the Investment Advisers Act of 1940, and as a broker-dealer under the Securities Exchange Act of 1934, respectively. Tremont is headquartered in Rye, New York and has offices in Toronto, Bermuda and London. ### For more information on Tremont Advisers, Inc., visit www.tremontadvisers.com Certain statements in this Press Release may constitute "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. The Company assumes no obligation to update these forward looking statements to reflect actual results, changes in assumption or changes in other factors affecting such forward looking statements.