Current Report Filing (8-k)
September 15 2014 - 5:00AM
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 12, 2014
Tower Group International, Ltd.
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(Exact
name of registrant as specified in its charter)
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Bermuda
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001-35834
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N/A
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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Bermuda Commercial Bank Building
19 Par-La-Ville Road
Hamilton, HM 11, Bermuda
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(Address of principal executive
offices)
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(441) 279-6610
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(Registrant’s telephone number,
including area code)
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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))
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:
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changes in Tower’s financial strength or credit ratings could impact
its ability to write new business, the cost of, and its ability to
obtain, capital or our ability to attract and retain brokers, agents
and customers;
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further decreases in the capital and surplus of Tower’s insurance
subsidiaries and their ability to meet minimum capital and surplus
requirements;
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changes in Tower’s ability to raise additional capital;
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the implementation and effectiveness of Tower’s capital improvement
strategy;
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Tower’s ability to continue operating as a going concern;
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changes in Tower’s ability to meet ongoing cash requirements and pay
dividends;
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greater frequency or severity of claims and loss activity, including
as a result of natural or man-made catastrophic events, than Tower’s
underwriting, reserving or investment practices anticipate based on
historical experience or industry data;
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changes in the availability, cost or quality of reinsurance and
failure of Tower’s reinsurers to pay claims timely or at all;
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changes in the availability, cost or quality of reinsurance or
retrocessional coverage;
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decreased demand for Tower’s insurance or reinsurance products;
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increased competition on the basis of pricing, capacity, coverage
terms or other factors;
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ineffectiveness or obsolescence of Tower’s business strategy due to
changes in current or future market conditions;
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currently pending or future litigation or governmental proceedings;
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developments that may delay or limit Tower’s ability to enter new
markets as quickly as it anticipates;
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loss of the services of any of Tower’s executive officers or other key
personnel;
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changes in acceptance of Tower’s products and services, including new
products and services;
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developments in the world’s financial and capital markets that could
adversely affect the performance of Tower’s investments;
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the effects of acts of terrorism or war;
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changes in general economic conditions, including inflation, interest
rates and other factors which could impact Tower’s performance and the
performance of Tower’s investment portfolio;
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changes in accounting policies or practices;
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changes in legal theories of liability under Tower’s insurance
policies;
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changes in rating agency policies or practices;
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declining demand for reinsurance due to increased retentions by
cedents and other factors;
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a lack of opportunities to increase writings in Tower’s reinsurance
lines of business and in specific areas of the reinsurance market;
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changes in the percentage of premiums written that Tower cedes to
reinsurers;
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changes in regulations or laws applicable to Tower, its subsidiaries,
brokers or customers, including regulatory limitations and
restrictions on the declaration and payment of dividends and capital
adequacy standards;
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the Bermudian regulatory system, and potential changes thereto;
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risks and uncertainties associated with technology, data security or
outsourced services that could negatively impact Tower’s ability to
conduct its business or adversely impact its reputation;
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the effects of mergers, acquisitions or divestitures;
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disruptions in Tower’s business arising from the integration of
acquired businesses into Tower and the anticipation of potential or
pending acquisitions or mergers; and
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any changes concerning the conditions, terms, termination, or closing
of the merger with ACP Re.
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.
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Financial Statements and Exhibits
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Number
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Description
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99.1
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Copy of press release issued by Tower International Group, Ltd.
dated September 12, 2014.
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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.
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Tower
Group International, Ltd.
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Registrant
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Date:
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September 12, 2014
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/s/
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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
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