- Current report filing (8-K)
27 October 2009 - 7:52AM
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):
October 26, 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
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))
Item 1.01
.
Entry into a Material Definitive Agreement
On October 22, 2009, Prospect Acquisition Corp.
(
Prospect
) entered into
Amendment No. 1 (
Amendment No. 1
)
to that certain Agreement and Plan of Merger (the
Merger Agreement
) by and among Prospect, KW Merger Sub Corp.,
a wholly-owned subsidiary of Prospect (
Merger
Sub
) and Kennedy-Wilson, Inc. (
Kennedy-Wilson
), pursuant to which Merger Sub will merge (the
Merger
) with and into
Kennedy-Wilson, with Kennedy-Wilson continuing as the surviving corporation and
a wholly-owned subsidiary of Prospect.
Pursuant to Amendment No. 1 (i) the
number of shares to be reserved pursuant to the combined companys 2009 Equity
Participation Plan was reduced from 4,000,000 shares to 2,475,000 shares, (ii) the number
of shares to be forfeited by the Prospect founders was increased from
2,575,000 shares to 4,750,000 shares so that they would now retain
1,500,000 shares and (iii) the number of shares to be issued to
DeGuardiola Holdings, Inc. was reduced from 375,000 shares to 250,000
shares.
On October 26, 2009, Prospect entered into
Amendment No. 2 to the Merger Agreement (
Amendment No. 2
). Pursuant to Amendment No. 2, the
Prospect Warrant Agreement Amendment to be presented to the Prospect warrant
holders at the special meeting of warrantholders will be revised to provide
that, in the event that holders of in excess of 50%, or 12,500,000 (the
Warrant Limit
) of the Prospect warrants held by Prospect
warrantholders other than the Prospect sponsors (the
Public
Warrants
) elect to receive an amended and restated Prospect
warrant, a pro rata portion of the Public Warrants
and
the sponsor warrants, totaling such excess over the Warrant Limit, will automatically
be converted into the right to receive a cash amount of $0.55 per warrant.
Item 7.01 Regulation FD Disclosure
On September 11, 2009,
Prospect began meeting with investors to discuss the Merger and the Merger
Agreement. A copy of the September investor presentation was furnished on
the Current Report on Form 8-K filed on September 11, 2009. A
copy of the second investor presentation used in meetings with investors was
furnished on the Current Report on Form 8-K filed on October 2,
2009. A copy of the third investor
presentation to be used in meetings with investors is furnished as Exhibit 99.1
to this report.
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 disclosed herein, on October 22, 2009,
Prospect entered into Amendment No. 1
and on October 26, 2009, Prospect entered into Amendment No. 2. Amendment No. 1 and Amendment No. 2
are filed herewith as Exhibits 10.1 and 10.2, respectively.
As noted above, Prospect and Kennedy-Wilson intend
to meet with investors to discuss the Merger and the Merger Agreement. A
copy of the third investor presentation to be used in such meetings is
furnished as Exhibit 99.1 to this report.
2
Item 9.01. Financial Statements and Exhibits
(d)
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Exhibits:
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Exhibit 10.1
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Amendment No. 1 to Agreement and Plan of Merger dated as of
October 22, 2009, by and among Prospect Acquisition Corp., KW Merger Sub
Corp. and Kennedy-Wilson, Inc.
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Exhibit 10.2
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Amendment No. 2 to Agreement and Plan of Merger dated as of
October 26, 2009, by and among Prospect Acquisition Corp., KW Merger Sub
Corp. and Kennedy-Wilson, Inc.
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Exhibit 99.1
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Investor Presentation dated October 2009
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Where to Find Additional Information
Prospect has filed with the SEC a registration
statement, which contains 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 intends to mail a definitive proxy
statement and other relevant documents to Prospect stockholders.
Stockholders
of Prospect and other interested persons are advised to read 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 as of a record
date to be established for voting on the Merger. Stockholders 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.
Prospect and its directors and officers may be
deemed participants in the solicitation of proxies from Prospects
stockholders. 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 definitive proxy statement when it becomes
available. Prospects stockholders may obtain additional information about the
interests of its directors and officers in the Merger by reading Prospect
proxy statement when it becomes available.
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: October 26, 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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10.1
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Amendment No. 1 to Agreement and Plan of Merger dated as of
October 22, 2009, by and among Prospect Acquisition Corp., KW Merger Sub
Corp. and Kennedy-Wilson, Inc.
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10.2
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Amendment No. 2 to Agreement and Plan of Merger dated as of
October 26, 2009, by and among Prospect Acquisition Corp., KW Merger Sub
Corp. and Kennedy-Wilson, Inc.
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99.1
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Investor Presentation dated October 2009
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5
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