- Filing of certain prospectuses and communications in connection with business combination transactions (425)
09 11월 2009 - 8:02PM
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):
November 5, 2009
PROSPECT ACQUISITION
CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware
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001-33824
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26-508760
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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9130 Galleria Court, Suite 318, Naples, Florida
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34109
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(Address of Principal Executive Offices)
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(Zip Code)
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(239) 254-4481
(Registrants telephone number, including area code)
Not Applicable
(Former Name of 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):
x
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
THE INFORMATION CONTAINED IN THIS CURRENT REPORT ON FORM 8-K
DOES NOT MODIFY OR UPDATE ANY DISCLOSURE IN THE PROXY STATEMENT/PROSPECTUS AS PART OF
THE REGISTRATION STATEMENT ON FORM S-4, AS AMENDED (FILE NO. 333-162116)
DATED OCTOBER 28, 2009 (THE PROXY STATEMENT/PROSPECTUS), EXCEPT FOR THE
INFORMATION CONTAINED HEREIN, WHICH SUPERSEDES THE RELATED DISCLOSURE IN THE
PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY.
Item 8.01 Other Events.
Prospect
Acquisition Corp. (the Company or Prospect) is reporting that it received
notice from The Guardian Life Insurance Company of America (Guardian) that on
November 5, 2009, Guardian purchased an aggregate of one million (1,000,000)
shares of Prospect common stock for a purchase price of $9.87, which
transaction is expected to settle through normal settlement procedures. Guardian holds a convertible subordinated
note with a principal amount of $30 million (the Note) issued by
Kennedy-Wilson, Inc. (Kennedy-Wilson), which has entered into an
Agreement and Plan of Merger, dated September 8, 2009, as amended, with
Prospect and KW Merger Sub Corp. (Merger Sub), a wholly-owned subsidiary of
Prospect, pursuant to which Merger Sub will merge with and into Kennedy-Wilson,
with Kennedy-Wilson continuing as the surviving corporation and a wholly-owned
subsidiary of Prospect (the Merger).
Guardian may convert the outstanding principal balance and accrued
interest on the Note, in whole or in part, into shares of common stock of
Kennedy-Wilson at a conversion price of $37.50 per share at any time.
Upon consummation of the Merger, the Note will become convertible into
shares of Prospect common stock.
In
connection with the issuance of the Note, Kennedy-Wilson agreed to appoint one
person designated by Guardian as a member of the board of directors of
Kennedy-Wilson. Thomas Sorell currently serves as the director designee of
Guardian. Mr. Sorell has been nominated to serve on the board of directors
of Prospect following consummation of the Merger.
Item 9.01. Financial Statements and Exhibits
(d)
Exhibits:
None.
Where to Find Additional Information
Prospect has filed with the Securities and Exchange
Commission (SEC) a Registration Statement on Form S-4, declared
effective by the SEC on October 28, 2009, which contains a prospectus
relating to the securities Prospect intends to issue in the proposed merger,
and a definitive proxy statement in connection with the proposed merger and has
mailed the definitive proxy statement and other relevant documents to Prospect
stockholders.
Stockholders of Prospect and other interested persons are
advised to read Prospects definitive proxy statement in connection with
Prospects solicitation of proxies for the special meeting to be held to
approve the merger because it contains important information about
Kennedy-Wilson, Prospect and the proposed merger
. Stockholders may obtain a
copy of the definitive proxy statement, without charge, at the SECs Internet
site at http://www.sec.gov or by directing a request to: Prospect Acquisition Corp.,
9130 Galleria Court, Suite 318, Naples, FL 34109, telephone (239)
254-4481.
Cautionary Statements Regarding Forward-Looking Statements
Certain statements in this report regarding the
proposed merger between Prospect and Kennedy-Wilson, and any other statements
relating to future results, strategy and plans of Kennedy-Wilson and Prospect
(including certain projections and business trends, and statements which may be
identified by the use of the words may, intend, expect and like words)
constitute forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995. Actual results may differ materially from those
projected as a result of certain risks and uncertainties. For Kennedy-Wilson,
these risks and uncertainties include, but are not limited to its revenues and
operating performance, general economic conditions, industry trends,
legislation or regulatory requirements affecting the business in which it is
engaged, management of
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growth,
its business strategy and plans, fluctuations in customer demand, the result of
future financing efforts and its dependence on key personnel. For Prospect,
factors include, but are not limited to: the successful combination of Prospect
with Kennedy-Wilsons business, the ability to retain key personnel and the
ability to achieve stockholder and regulatory approvals and to successfully
close the transaction. Additional
information on these and other factors that may cause actual results and
Prospects performance to differ materially is included in Prospects periodic
reports filed with the SEC, including but not limited to Prospects Form 10-K
for the year ended December 31, 2008 and subsequent Forms 10-Q and
Prospects Registration Statement on Form S-4, which includes Prospects
Proxy Statement/Prospectus. Copies may
be obtained by contacting Prospect or the SEC.
Prospect cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. These
forward-looking statements are made only as of the date hereof, and Prospect
undertakes no obligations to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise, except as
required by law.
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SIGNATURE
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.
Dated:
November 6, 2009
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PROSPECT
ACQUISITION CORP.
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By:
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/s/
David Minella
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Name:
David Minella
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Title:
Chief Executive Officer
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