National Atlantic Holdings Corp - Current report filing (8-K)
29 July 2008 - 7:00AM
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): July 23, 2008
National
Atlantic Holdings Corporation
(Exact
name of registrant as specified in its charter)
New
Jersey
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000-51127
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223316586
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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4
Paragon Way
Freehold,
New Jersey
07728
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(Address
of principal executive offices)
(Zip Code)
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Registrant’s
telephone number, including area code:
(732) 665-1100
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Not
Applicable
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:
⃞
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
8.01 Other Events.
On July 23, 2008, National Atlantic
Holdings Corporation ("NAHC") received notice from Palisades Safety and
Insurance Association ("Palisades") that the Department of Banking and
Insurance for the State of New Jersey ("DOBI") had approved the
Agreement and Plan of Merger dated as of March 13, 2008 and subsequently
amended and restated, among Palisades, an insurance exchange organized
under NJSA 17:50-1 et seq., Apollo Holdings, Inc., a New Jersey
corporation wholly owned by Palisades, and NAHC, a New Jersey
corporation and the merger contemplated thereby.
Receipt of regulatory approval by DOBI
satisfies one of the conditions to completion of Palisades's acquisition
of NAHC. The consummation of the merger (the "Closing") remains subject
to various closing conditions. The Closing is expected to occur on July
31, 2008.
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
This message contains forward-looking
statements, such as those including the words "expect," "will," and
similar expressions, that involve risks and uncertainties that could
cause actual results and events to differ materially from those
anticipated, including the risk National Atlantic's business and its
relationships with customers, employees or suppliers could suffer due to
the uncertainty relating to the merger; that the merger with Palisades
may not be consummated or may be delayed due to a failure of the
conditions to close the merger to be satisfied or a failure of Palisades
to close the transaction; and such other risk factors as may be included
from time to time in the reports of National Atlantic filed with the SEC
and posted in the Investor Relations section of National Atlantic's web
site (http://www.national-atlantic.com.). The forward looking statements
included in this document are made only as of the date of this document
and National Atlantic does not undertake any obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events, or otherwise, except as required by law.
Contact:
National Atlantic Holdings Corporation
Frank
Prudente, 732-665-1145
investorrelations@national-atlantic.com
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.
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NATIONAL ATLANTIC
HOLDINGS CORPORATION
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Date: July 28, 2008
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By:
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/s/ Douglas A. Wheeler
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Douglas A. Wheeler
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General Counsel and Secretary
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