- Current report filing (8-K)
October 02 2009 - 9:19AM
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):
October 2, 2009
PROSPECT ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware
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001-33824
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26-508760
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(State or Other Jurisdiction
of
Incorporation or
Organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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9130 Galleria Court, Suite 318, Naples, Florida
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34109
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(Address of Principal Executive Offices)
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(Zip Code)
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(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
), Kennedy-Wilson, Inc., a
Delaware corporation (
Kennedy-Wilson
) and KW Merger Sub Corp., a newly
formed, wholly-owned subsidiary of Prospect (
Merger
Sub
) entered a merger agreement, 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
).
On September 11, 2009, Prospect began meeting
with investors to discuss the Merger and the Merger Agreement. A copy of the September investor
presentation was filed on the Current Report on Form 8-K filed on September 11,
2009. A copy of the second investor presentation to be used in meetings
with investors 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 meet with investors to discuss the Merger and the Merger Agreement. A
copy of the second investor presentation to be used in such meetings is
furnished as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits
(d)
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Exhibits:
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99.1
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Investor
Presentation dated October 2009
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2
Where to Find Additional Information
Prospect
filed with the Securities and Exchange Commission (SEC) a registration
statement, which contains 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 Prospect intends 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, Prospects preliminary proxy statement,
and amendments thereto, and, when available, 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
3
reliance
upon any forward-looking statements, which speak only as of the date made. These
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.
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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:
October 2, 2009
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PROSPECT
ACQUISITION CORP.
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By:
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/s/
David Minella
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Name:
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David
Minella
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Title:
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Chief
Executive Officer
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EXHIBIT INDEX
Exhibit Number
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Description
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99.1
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Investor
Presentation dated October 2009
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6
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