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| PAX > SEC Filings for PAX > Form 8-K on 2-Oct-2009 | All Recent SEC Filings |
2-Oct-2009
Regulation FD Disclosure, Other Events, Financial Statements and Exhibi
Prospect Acquisition Corp., a Delaware corporation ("Prospect"),
Kennedy-Wilson, Inc., a Delaware corporation ("Kennedy-Wilson") and KW Merger
Sub Corp., a newly formed, wholly-owned subsidiary of Prospect ("Merger Sub")
entered a merger agreement, dated September 8, 2009 (the "Merger Agreement").
Pursuant to the Merger Agreement, Merger Sub will merge with and into
Kennedy-Wilson, with Kennedy-Wilson continuing as the surviving corporation (the
"Merger").
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 filed on the Current Report on Form 8-K filed on September 11, 2009. A copy of the second 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.
As noted above, Prospect and Kennedy-Wilson intend to meet with investors to discuss the Merger and the Merger Agreement. A copy of the second investor presentation to be used in such meetings is furnished as Exhibit 99.1 to this report.
(d) Exhibits:
99.1 Investor Presentation dated October 2009
Where to Find Additional Information
Prospect filed with the Securities and Exchange Commission ("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 Prospect intends 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, Prospect's preliminary proxy statement,
and amendments thereto, and, when available, definitive proxy statement in
connection with Prospect's 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 SEC's
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 Prospect's stockholders and warrant holders. A list of the names of those directors and officers and descriptions of their interests in Prospect is contained in Prospect's prospectus dated November 14, 2007, which is filed with the SEC, and will also be contained in Prospect's proxy statement when it becomes available. Prospect's stockholders and warrant holders may obtain additional information about the interests of its directors and officers in the Merger by reading Prospect' 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" 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-Wilson's 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 Prospect's performance to differ materially is included in Prospect's periodic reports filed with the SEC, including but not limited to Prospect's 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.
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