UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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, 2007
James River Group, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-51480 05-0539572
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
300 Meadowmont Village Circle, Suite 333, Chapel Hill, North Carolina 27517
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(Address of Principal Executive Offices, including Zip code)
(919) 883-4171
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(Registrant's Telephone Number, including Area Code)
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):
|_| 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 (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 Event.
On November 6, 2007, the Registrant issued a press release announcing that at
its Special Meeting of Stockholders on November 6, 2007, stockholders
overwhelmingly approved the acquisition of the Company by a Bermuda-based
holding company and member of the D. E. Shaw group, a global investment
management firm. Over 84% of the Company's outstanding shares of common stock
were voted on the merger proposal at the meeting, and over 99% of these votes
were in favor of the acquisition. Upon the closing of the transaction,
stockholders will receive a cash payment of $34.50 per share, with the value of
the transaction totaling approximately $575 million. The Company expects that
the transaction will be completed in early December 2007. A copy of the press
release is furnished as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
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99.1 Press release dated November 6, 2007.
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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.
James River Group, Inc.
(Registrant)
/s/ Michael T. Oakes
Date: November 6, 2007 By:
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Name: Michael T. Oakes
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
No. Description
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99.1 Press release dated November 6, 2007.
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