- Filing of certain prospectuses and communications in connection with business combination transactions (425)
09 11월 2009 - 9:41PM
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 6, 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.
As
previously announced, Prospect Acquisition Corp. (Prospect) has entered into
an Agreement and Plan of Merger, dated September 8, 2009, as amended (the Merger
Agreement), with Kennedy-Wilson, Inc. (Kennedy-Wilson) 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).
On
November 6, 2009, Kennedy-Wilson informed Prospect that the Merger
Agreement and Merger had been approved by the requisite holders of common stock
and preferred stock of Kennedy-Wilson. The consummation of the Merger remains
subject to a number of closing conditions, including, without limitation,
approval of the Merger Agreement and the Merger by the stockholders of Prospect.
Where to Find Additional Information
Prospect has filed with the Securities and Exchange
Commission (the 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 will, 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 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
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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 9, 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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