- Current report filing (8-K)
September 11 2009 - 12:55PM
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):
September 11,
2009
PROSPECT
ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware
|
|
001-33824
|
|
26-508760
|
(State or Other Jurisdiction
of
Incorporation or
Organization)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
9130 Galleria Court, Suite 318, Naples, Florida
|
|
34109
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
(239) 254-4481
(Registrants telephone number, including area code)
Not Applicable
(Former Name of 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 (see General Instruction A.2. below):
x
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
x
S
oliciting
material pursuant to Rule 14a-12 under the Exchange Act (17CFR 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 240.13e-4(c))
Item
7.01 Regulation FD Disclosure
Prospect Acquisition Corp., a Delaware corporation (
Prospect
) and Kennedy-Wilson, Inc., a
Delaware corporation (
Kennedy-Wilson
)
issued a joint press release on September 9, 2009, a copy of which was
filed as Exhibit 99.1 to the Current Report on Form 8-K filed September 9,
2009, in which they announced that on September 14, 2009, the management
teams of Prospect and Kennedy-Wilson will hold a joint conference call to
discuss the definitive merger agreement entered into by Prospect, KW Merger Sub
Corp., a newly formed, wholly-owned subsidiary of Prospect (
Merger Sub
) and Kennedy-Wilson, dated September 8,
2009 (the
Merger Agreement
).
Pursuant to the Merger Agreement, Merger Sub will merge with and into
Kennedy-Wilson, with Kennedy-Wilson continuing as the surviving corporation
(the
Merger
). Pursuant to
the Current Report on Form 8-K filed by Prospect on September 9,
2009, Prospect summarized the material terms of the Merger Agreement and
attached a copy of the Merger Agreement as Exhibit 10.1 thereto.
Beginning on September 11, 2009, Prospect
intends to meet with investors to discuss the Merger and the Merger Agreement.
A copy of the investor presentation to be used on the joint conference
call and at any subsequent meetings is furnished as Exhibit 99.1 to this
report.
The information attached as Exhibit 99.1 to
this report shall not be deemed filed for the purposes of Section 18 of
the Securities Exchange Act of 1934 and shall not be deemed incorporated by
reference in any filing under the purposes of Section 18 of the Securities
Exchange Act of 1934 and shall not be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended.
Item 8.01
Other Events
As noted above, Prospect and Kennedy-Wilson intend to
hold a joint conference call on September 14, 2009. Beginning on September 11,
2009, Prospect and Kenney-Wilson intend to begin meeting with investors to
discuss the Merger and the Merger Agreement.
A copy of the investor presentation to be used on the joint conference
call and in any such meetings is furnished as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits
(d)
|
Exhibits:
|
|
|
|
|
|
99.1
|
Investor
Presentation dated September 2009
|
2
Where to
Find Additional Information
Prospect intends to file
with the Securities and Exchange Commission (SEC) a registration statement,
which will contain a prospectus relating to the securities Prospect intends to
issue in the proposed Merger, and a preliminary proxy statement in connection
with the proposed Merger and to mail a definitive proxy statement and other
relevant documents to Prospect stockholders and warrant holders.
Stockholders and warrant holders of Prospect and
other interested persons are advised to read, when available, Prospects
preliminary proxy statement, and amendments thereto, and definitive proxy
statement in connection with Prospects solicitation of proxies for the special
meeting to be held to approve the Merger because these proxy statements will
contain important information about Kennedy Wilson, Prospect and the proposed
Merger
. The definitive proxy statement will be mailed to stockholders
and warrant holders as of a record date to be established for voting on the
Merger. Stockholders and warrant holders will also be able to obtain a copy of
the preliminary and definitive proxy statements, without charge, once available,
at the SECs Internet site at http://www.sec.gov or by directing a request to:
Prospect Acquisition Corp., 9130 Galleria Court, Suite 318, Naples, FL
34109, telephone (239) 254-4481.
Prospect
and its directors and officers may be deemed participants in the solicitation
of proxies from Prospects stockholders and warrant holders. A list of the
names of those directors and officers and descriptions of their interests in
Prospect is contained in Prospects prospectus dated November 14, 2007,
which is filed with the SEC, and will also be contained in Prospects proxy
statement when it becomes available. Prospects stockholders and warrant
holders may obtain additional information about the interests of its directors
and officers in the Merger by reading Prospect proxy statement when it becomes
available.
Cautionary
Statements Regarding Forward-Looking Statements
Certain statements in this
communication regarding the proposed Merger between Prospect and Kennedy-Wilson
and any other statements relating to future results, strategy and plans of
Kennedy-Wilson and Prospect (including certain projections and business trends,
and statements which may be identified by the use of the words may, intend,
expect and like words) constitute forward-looking statements as defined in
the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from
those projected as a result of certain risks and uncertainties. For Kennedy-Wilson, these risks and
uncertainties include, but are not limited to its revenues and operating
performance, general economic conditions, industry trends, legislation or
regulatory requirements affecting the business in which it is engaged,
management of growth, its business strategy and plans, fluctuations in customer
demand, the result of future financing efforts and its dependence on key
personnel. For Prospect, factors
include, but are not limited to: the successful combination of Prospect with
Kennedy-Wilsons business, the ability to retain key personnel and the ability
to achieve stockholder and regulatory approvals and to successfully close the
transaction. Additional information on these and other factors that may cause
actual results and Prospects performance to differ materially is included in
Prospects periodic reports filed with the SEC, including but not limited to
Prospects Form 10-K for the year ended December 31, 2008 and
subsequent Forms 10-Q. Copies may be obtained by contacting Prospect or
the SEC. Prospect cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. These
3
forward-looking statements are made only as
of the date hereof, and Prospect undertakes no obligations to update or revise
the forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.
4
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.
Dated:
September 11, 2009
|
PROSPECT
ACQUISITION CORP.
|
|
|
|
|
|
By:
|
/s/
David Minella
|
|
|
Name:
David Minella
|
|
|
Title:
Chief Executive Officer
|
5
EXHIBIT INDEX
Exhibit Number
|
|
Description
|
|
|
|
99.1
|
|
Investor
Presentation dated September 2009
|
6
Paxson Commun (AMEX:PAX)
Historical Stock Chart
From Jun 2024 to Jul 2024
Paxson Commun (AMEX:PAX)
Historical Stock Chart
From Jul 2023 to Jul 2024