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) August 8, 2005
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Tower Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-50990 13-3894120
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(State or other jurisdiction Commission (IRS Employer
or incorporation) File Number: Identification No.)
120 Broadway, 14th Floor, New York, NY 10271
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 655-2000
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(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 (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 240.133-4(c))
Item 1.01 Entry into a Material Definitive Agreement
Following its shell acquisition strategy, Tower Group, Inc. announced its
execution of an agreement to acquire MIIX Insurance Company of New York (MIIX),
an insurance company with licenses in New York and New Jersey. Closing of the
transaction is expected to occur by year end and is contingent upon a variety of
conditions including approval of the transaction by the New York State Insurance
Department. In the event of closing, Tower Group will pay $225,000 in cash at
closing as well as MIIX's then outstanding statutory surplus which was
approximately $7.8 million as of December 31, 2004. MIIX has no net liabilities
for insurance losses. MIIX's assets consist of U.S. Treasuries and cash.
Item 7.01 Regulation FD Disclosure
On August 8, 2005, the Company announced its execution of an agreement to
acquire MIIX Insurance Company of New York (MIIX), an insurance company with
licenses in New York and New Jersey. Closing of the transaction is expected to
occur by year end and is contingent upon a variety of conditions including
approval of the transaction by the New York State Insurance Department. A copy
of the press release is included as exhibit 99.1 to this report.
Item 9.01 - Financial Statements and Exhibits
(c ) The following exhibits are filed as part of this report.
Number Description
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10.01 Stock Purchase Agreement by and among Tower Group, Inc., Lawrenceville
Holdings, Inc. and MIIX Insurance Company in Rehabilitation dated
August 2, 2005.
99.1 Copy of press release issued by Tower Group, Inc. dated August 8, 2005.
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.
Tower Group, Inc.
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Date August 8, 2005
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/s/ Steven G. Fauth
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Steven G.Fauth
SVP, General Counsel