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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 13, 2006
Date of Report
(Date of earliest event reported)
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TOWER GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware 000-50990 13-3894120
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or organization) Identification No.)
120 Broadway, 31st Floor, 10271
New York, NY (Zip Code)
(Address of principal executive offices)
(212) 655-2000
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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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))
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Item 1.01. Entry into a Material Definitive Agreement.
As previously announced, on November 13, 2006, the Tower Group, Inc. (the
"Company") entered into a Stock Purchase Agreement (the "Acquisition Agreement")
pursuant to which the Company agreed to acquire all of the outstanding shares of
stock of Preserver Group, Inc. ("Preserver"). The Acquisition Agreement is filed
as Exhibit 10.1 hereto and is incorporated by reference herein.
On November 13, 2006, the Company also entered into a Stock Purchase
Agreement (the "Preferred Stock Purchase Agreement") with CastlePoint
Reinsurance Company, Ltd. ("CastlePoint Re") pursuant to which the Company
agreed to issue and sell 40,000 shares of non-cumulative convertible perpetual
preferred stock to CastlePoint Re for aggregate consideration of $40 million.
The Preferred Stock Purchase Agreement is filed as Exhibit 10.2 hereto and is
incorporated by reference herein.
The representations and warranties in the Acquisition Agreement and the
Preferred Stock Purchase Agreement are the product of negotiations among the
parties thereto and are for the sole benefit of the parties thereto. Any
inaccuracies in such representations and warranties are subject to waiver by the
parties thereto in accordance with the Acquisition Agreement and the Preferred
Stock Purchase Agreement without notice or liability to any other person. In
some instances, the representations and warranties in the Acquisition Agreement
and the Preferred Stock Purchase Agreement may represent an allocation among the
parties thereto of risks associated with particular matters regardless of the
knowledge of any of the parties thereto. Consequently, persons other than the
parties to the Acquisition Agreement and the Preferred Stock Purchase Agreement
may not rely upon the representations and warranties in the Acquisition
Agreement and the Preferred Stock Purchase Agreement as characterizations of
actual facts or circumstances as of the date of the Acquisition Agreement and
the Preferred Stock Purchase Agreement or as of any other date.
Item 3.02. Unregistered Sales of Equity Securities.
Please see the second and third paragraphs under Item 1.01 above.
Item 9.01. Financial Statements and Exhibits.
Exhibit Description
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Number
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10.1 Stock Purchase Agreement by and among Sleepy Lagoon, Ltd., McWhorter
Family Trust, Gail McWhorter, Alvin E. Swanner, Brion Properties,
William Lobeck, William E. Lobeck, Jr. Trust and Kathryn L. Taylor
Trust, Preserver Group, Inc., and Tower Group, Inc., dated as of
November 13, 2006.
10.2 The Stock Purchase Agreement by and between Tower Group, Inc. and
CastlePoint Reinsurance Company, Ltd., dated as of
November 13, 2006.
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 hereunto duly authorized.
Date: November 16, 2006
TOWER GROUP, INC.
By: /s/ Stephen L. Kibblehouse
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Stephen L. Kibblehouse
Senior Vice President and General Counsel