- Filing of certain prospectuses and communications in connection with business combination transactions (425)
15 September 2009 - 8:03PM
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):
September
14, 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)
x
S
oliciting
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))
Item 7.01 Regulation FD
Disclosure
Prospect
Acquisition Corp., a Delaware corporation (
Prospect
)
and Kennedy-Wilson, Inc., a Delaware corporation (
Kennedy-Wilson
) issued a joint press
release on September 9, 2009, a copy of which was filed as Exhibit 99.1
to the Current Report on Form 8-K filed September 9, 2009, in which
they announced that the management teams of Prospect and Kennedy-Wilson will
hold a joint conference call on September 14, 2009 to discuss the
definitive merger agreement entered into by Prospect, KW Merger Sub Corp., a
newly formed, wholly-owned subsidiary of Prospect (
Merger Sub
) and Kennedy-Wilson, dated September 8, 2009
(the
Merger Agreement
).
On September 14, 2009, Prospect and
Kennedy-Wilson held an investor conference call and webcast to discuss the
Merger Agreement and information provided in the investor presentation filed as
Exhibit 99.1 to the Current Report on Form 8-K filed on September 11,
2009. Attached as Exhibit 99.1 to this Current Report on Form 8-K
is a copy of the transcript of that call.
For those who were not able to listen to the live broadcast, a telephone
replay of the call will be available from September 14, 2009 at 6:00 p.m. Eastern
Time through September 16, 2009 at 11:59 p.m. Eastern Time. To listen to the replay, dial (800) 642-1687
(in the U.S.) and (706) 645-9291 (for international), participant code
29701767.
The
information attached as Exhibit 99.1 to this report shall not be deemed filed
for the purposes of Section 18 of the Securities Exchange Act of 1934 and
shall not be deemed incorporated by reference in any filing under the purposes
of Section 18 of the Securities Exchange Act of 1934 and shall not be
deemed incorporated by reference in any filing under the Securities Act of
1933, as amended.
Item 8.01 Other Events
As noted above, Prospect and
Kennedy-Wilson held a joint conference call on September 14, 2009. A copy
of the transcript of the conference call is furnished as Exhibit 99.1 to
this report. A copy of the investor presentation used on the joint conference
call was filed as Exhibit 99.1 to the Current Report on Form 8-K
filed on September 11, 2009. For
those who were not able to listen to the live broadcast, a telephone replay of
the call will be available from September 14, 2009 at 6:00 p.m. Eastern Time
through September 16, 2009 at 11:59 p.m. Eastern Time. To listen to the replay, dial (800) 642-1687
(in the U.S.) and (706) 645-9291 (for international), participant code
29701767.
Item 9.01
Financial Statements and Exhibits
(d)
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Exhibits:
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99.1
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Transcript of Investor
Conference Call webcast on September 14, 2009
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Where to
Find Additional Information
Prospect intends to file
with the Securities and Exchange Commission (SEC) a registration statement,
which will contain a prospectus relating to the securities Prospect intends to
issue in the proposed Merger, and a preliminary proxy statement in connection
with the proposed Merger and to mail a definitive proxy statement and other
relevant documents to Prospect stockholders and warrant holders.
Stockholders
and warrant holders of Prospect and other interested persons are advised to
read, when available, Prospects preliminary proxy statement, and amendments
thereto, and definitive proxy statement in connection with Prospects
solicitation of proxies for the special meeting to be held to approve the
Merger because these proxy statements will contain important information about
Kennedy Wilson, Prospect and the proposed Merger
. The definitive
proxy statement will be mailed to stockholders and warrant holders as of a
record date to be established for voting on the Merger. Stockholders and
warrant holders will also be able to obtain a copy of the preliminary and
definitive proxy statements, without charge, once available, 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.
2
Prospect and its directors
and officers may be deemed participants in the solicitation of proxies from
Prospects stockholders and warrant holders. A list of the names of those
directors and officers and descriptions of their interests in Prospect is
contained in Prospects prospectus dated November 14, 2007, which is filed
with the SEC, and will also be contained in Prospects proxy statement when it
becomes available. Prospects stockholders and warrant holders may obtain
additional information about the interests of its directors and officers in the
Merger by reading Prospects proxy statement when it becomes available.
Cautionary
Statements Regarding Forward-Looking Statements
Certain statements in this
communication 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, should 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
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. 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.
3
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: September 14,
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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4
EXHIBIT
INDEX
Exhibit Number
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Description
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99.1
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Transcript of Investor
Conference Call webcast on September 14, 2009
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5
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