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
March 14, 2007
Date of Report (Date of earliest event reported)
PXRE GROUP LTD.
(Exact name of registrant as specified in its charter)
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| Bermuda
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1-15259
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98-0214719 |
(State or other jurisdiction
of incorporation or organization)
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(Commission
File No.)
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(I.R.S. Employer
Identification No.) |
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| PXRE House
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P.O. Box HM 1282 |
| 110 Pitts Bay Road
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Hamilton HM FX |
| Pembroke HM 08
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Bermuda |
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(Address, including zip code,
of principal executive offices)
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(Mailing address) |
(441) 296-5858
(Registrant’s telephone number, including area code)
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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01. Other Events.
On March 14, 2007 PXRE Group Ltd. (“PXRE”) and Argonaut Group, Inc. (“Argonaut”) issued a joint
press release announcing they had entered into an agreement and plan of merger. A copy of the
press release is attached hereto as Exhibit 99.1, and is incorporated into this report by
reference.
Forward-Looking Statements
This report contains forward-looking statements that involve risks and uncertainties. Any
forward-looking information is not a guarantee of future performance and actual results could
differ materially from those contained in the forward-looking information. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will” “could,”
“should,” “believes,” “predicts,” “potential,” “continue” and similar expressions are intended to
identify such forward-looking statements. Such forward-looking statements include, but are not
limited to, statements about the benefits of the transaction between PXRE and Argonaut, future
financial and operating results, the combined company’s plans, objectives, expectations and
intentions and other statements that are not historical facts.
Among the important factors that could cause actual results to differ materially from those in any
forward-looking statements are the ability to obtain regulatory approvals of the proposed merger on
the proposed terms and schedule; the failure of PXRE or Argonaut shareholders to approve the
merger; failure of PXRE or Argonaut to satisfy the other conditions to the merger; the risk that
the businesses will not be integrated successfully; the risk that the anticipated synergies and
benefits from the merger may not be fully realized or may take longer to realize than expected;
disruption from the merger making it more difficult to maintain relationships with customers,
employees or suppliers; competition and its effect on pricing, spending, third-party relationships
and revenues; legislative and regulatory changes affecting the operations of PXRE or Argonaut;
change to the United States tax code; downgrades of the insurance financial-strength ratings
assigned by the major rating agencies to Argonaut’s and PXRE’s operating subsidiaries and
unfavorable changes in economic and business conditions. Additional important factors that may
affect future results are detailed in PXRE’s and Argonaut’s filings with the Securities and
Exchange Commission (the “SEC”), which are available at the
SEC’s website at www.sec.gov or in
information disclosed in public conference calls, the date and time of which are released before
hand. PXRE and Argonaut disclaim any intent or obligation to update these forward-looking
statements.
Additional Information
In connection with the proposed merger, PXRE will file with the SEC a Registration Statement on
Form S-4 that will include a joint proxy statement of PXRE and Argonaut that also constitutes a
prospectus of PXRE. PXRE and Argonaut will mail the joint proxy statement/prospectus to their
respective shareholders. Investors and security holders are urged to read the joint proxy
statement/prospectus regarding the proposed merger when it becomes available because it will
contain important information. You may obtain a free copy of the joint proxy statement/prospectus
(when it is available) and other related documents filed by PXRE and Argonaut with the SEC at the
SEC’s website at www.sec.gov. The joint proxy statement/prospectus (when it is available) and the
other documents may also be obtained for free by accessing
PXRE’s website at www.pxre.com or by
accessing Argonaut’s website at www.argonautgroup.com.
This communication is not a solicitation of a proxy from any security holder or an offer to sell or
the solicitation of an offer to buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction.
Participants in the Solicitation
PXRE and Argonaut and their respective directors, executive officers and certain other members of
management and employees may be soliciting proxies from shareholders in favor of the proposed
merger. Information regarding the persons who may, under the rules of the SEC, be considered
participants in the solicitation of the shareholders in connection with the proposed merger will be
set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find
information about PXRE’s executive officers and directors in PXRE’s definitive proxy statement
filed with the SEC on April 7, 2006. You can find information about Argonaut’s executive officers
and directors in Argonaut’s definitive proxy
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