- Amended Current report filing (8-K/A)
June 23 2009 - 4:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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
SPECIALTY UNDERWRITERS ALLIANCE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware
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000-50891
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20-0432760
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(State or other jurisdiction
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(Commission
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(IRS Employer ID
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of incorporation)
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File Number)
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Number)
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222 South Riverside Plaza,
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Chicago, Illinois
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60606
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(Address of principal executive offices)
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(Zip Code)
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Registrants Telephone Number, including area
code:
(888) 782-4672
Not Applicable
(Former name or 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:
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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þ
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events
As reported on a Current Report on Form 8-K of Specialty Underwriters Alliance, Inc. (the
Company) dated June 22, 2009, on June 21, 2009, the Company entered into an Agreement and Plan of
Merger (the Merger Agreement) among the Company, Tower Group, Inc. (Tower) and Tower S.F.
Merger Corporation, a wholly owned subsidiary of Tower.
On June 23, 2009 at 10:00 a.m. Eastern Time, the Company began presentations to and conversations
with investors with respect to the Merger Agreement. The Company is
filing as Exhibit 99.2 to this
Form 8-K/A materials being used in connection with such presentations to and conversations with
investors.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Shell Company Transactions.
None.
(d) Exhibits:
Exhibit No. Description
Exhibit 99.2 Investor presentation slides being used in connection with investor presentations
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with this proposed transaction, the Company and Tower will file a joint proxy
statement/prospectus with the Securities and Exchange Commission (SEC). Investors are urged to
carefully read the proxy statement/prospectus and any other relevant documents filed with the SEC
when they become available because they will contain important information. Investors will be able
to obtain the proxy statement/prospectus and all relevant documents filed by the Company with the
SEC free of charge at the SECs website www.sec.gov or, with respect to documents filed by the
Company, from the Company directly at 222 South Riverside Plaza Suite 1600, Chicago, IL 60606,
(888) 782-4672; email: InvestorRelations@suainsurance.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.
PARTICIPANTS IN THE SOLICITATION
The directors, executive officers and other members of management and employees of the Company may
be deemed participants in the solicitation of proxies from its stockholders in favor of the
transactions. Information concerning persons who may be considered participants in the
solicitation of the Companys stockholders under the rules of the SEC is set forth in public
filings filed by the Company with the SEC and will be set forth in the proxy statement/prospectus
when it is filed with the SEC. In addition, certain information concerning the Companys
participants in the solicitation is contained in the Companys Proxy Statement on Schedule 14A,
filed with the SEC on April 1, 2009.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 23, 2009
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SPECIALTY UNDERWRITERS ALLIANCE, INC.
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By:
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/s/ Scott Goodreau
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Name:
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Scott Goodreau
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Title:
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Senior Vice President, General Counsel, Administration &
Corporate Relations
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EXHIBITS INDEX
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99.2
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Investor presentation slides being used in connection with investor presentations
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