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) December 4, 2006
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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 or Commission File (IRS Employer
incorporation) Number: Identification No.)
120 Broadway, 31st 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 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation
On December 4, 2006 the Company filed a Certificate of Designations with the
Secretary of State of the State of Delaware pursuant to Section 151 of the
General Corporation Law of the State of Delaware. The Certificate of
Designations designates the rights of the Company's Series A Preferred Stock
(`Preferred Stock") which was issued in connection with the closing of the sale
of the Preferred Stock, which was previously disclosed on November 13, 2006.
The Certificate of Designation gives the Preferred Stock a liquidation
preference of $1,000 per share. Dividends are non-cumulative and are payable
quarterly at the rate of 8.66% per annum. If dividends on the Preferred Stock
are not declared and paid for any period, no dividends may be declared on the
Company's common stock for such period. The Preferred Stock is redeemable by the
Company at any time, in whole or in part, at a price per share equal to the
liquidation preference plus declared and unpaid dividends. If the Company
completes an underwritten public offering of common stock in the future, 30,000
shares of the Preferred Stock will be mandatorily convertible into the Company's
common stock and the other 10,000 shares of Preferred Stock will be convertible
into the Company's common stock at the option of the holder, in each case at a
price per share of common stock equal to the price per share in the public
offering. In the event of a change in control of the Company, the Preferred
Stock will also be convertible at the option of the holder into shares of the
Company's common stock worth $40 million (plus declared and unpaid dividends),
valued at the value per share of common stock in the change in control
transaction. The Preferred Stock has no voting rights except as required by law,
except that if the Company fails to pay six dividends, whether or not
consecutive, the holders of the Preferred Stock, voting as a separate class,
will be entitled to elect one director to the Company's board of directors until
the Company has thereafter paid in full at least four dividends, whether or not
consecutive. The Certificate of Designations is filed as Exhibit 3.1 and is
incorporated by reference herein.
The following exhibits are filed as part of this report.
Number Description
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3.1 Copy of Certificate of Designations of Series A Preferred Stock of
Tower Group, Inc.
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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(Registrant)
Date December 8, 2006
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/s/ Stephen L. Kibblehouse
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(Signature)
Stephen L. Kibblehouse
Senior Vice President & General
Counsel