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
BRISTOL
WEST HOLDINGS, INC.
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(Exact
name of registrant as specified in its charter)
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Date
of Report (Date of Earliest Event Reported): May 4, 2007
Delaware
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001-31984
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13-3994449
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
No.)
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(I.R.S.
Employer
Identification
No.)
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5701
Stirling Road, Davie, Florida
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33314
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (954) 316-5200
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:
o
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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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o
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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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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
7.01 Regulation FD Disclosure
On
March
1, 2007, Bristol West Holdings, Inc. (“Bristol
West”)
entered into an Agreement and Plan of Merger (the “Merger
Agreement”)
with
Farmers Group, Inc. (“Farmers”)
and
BWH Acquisition Company, a wholly owned subsidiary of Farmers (“Merger
Sub”).
Farmers is a wholly owned subsidiary of Zurich Financial Services Group.
The Farmers Merger Agreement contemplates a merger whereby Merger Sub will
be
merged with and into Bristol West, with Bristol West being the surviving
corporation (the “Proposed
Farmers Merger”).
On
May 4,
2007, Bristol West issued a press release announcing that its Board of Directors
fixed the close of business on May 14, 2007 as the record date and time for
determining stockholders entitled to notice of and to vote at a special meeting
of stockholders scheduled to be held on June 21, 2007 at 10:00 am Eastern Time
(the “Special
Meeting”).
A
copy of the May 4, 2007 press release is furnished as Exhibit 99.1 (and deemed
filed only to the extent required by Rule 14a-12). See
Item
8.01 below.
Item
8.01 Other Events
As
noted
above in Item 7.01 above, on May 4, 2007, Bristol West announced that its
Board
of Directors fixed the close of business on May 14, 2007 as the record date
and
time for determining stockholders entitled to notice of and to vote at a
special
meeting of stockholders scheduled to be held on June 21, 2007 at 10:00 am
Eastern Time.
Important
Additional Information Will Be Filed With the SEC
In
connection with the Proposed Farmers Merger, on April 23, 2007, Bristol West
filed a preliminary proxy statement with the Securities and Exchange Commission
(the “SEC”).
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY
STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. Investors
and security holders will be able to obtain free copies of the definitive proxy
statement, when available, and other documents filed with the SEC by Bristol
West through the web site maintained by the SEC at http://www.sec.gov. In
addition, investors and security holders will be able to obtain free copies
of
the definitive proxy statement and other documents filed with the SEC from
Bristol West by directing a request by mail or telephone to Bristol West
Holdings, Inc. 5701 Stirling Road, Davie, FL 33314, telephone:
(954) 316-5200, or from Bristol West's website,
http://www.bristolwest.com.
Bristol
West and its directors and executive officers may be deemed to be participants
in the solicitation of proxies with respect to the transactions contemplated
by
the Farmers Merger Agreement. Information regarding Bristol West's directors
and
executive officers is contained in Bristol West's Annual Report on Form 10-K
for
the year ended December 31, 2006, as amended, which is
filed
with the SEC (collectively, the "2006 Form 10-K"). Investors and security
holders will be able to obtain free copies of the 2006 Form 10-K from Bristol
West using the contact information set forth above. Additional information
regarding interests of such participants is included in the preliminary proxy
statement on file with the SEC and will be included in the definitive proxy
statement when it becomes available.
Safe
Harbor for Forward-Looking Statements
Statements
in this report regarding the Proposed Farmers Merger, the expected
timetable for completing the transaction, and any other statements about
Farmers
or Bristol West management's future expectations, beliefs, goals, plans or
prospects constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Any statements that are
not
statements of historical fact (including statements containing the words
"believes," "plans," "intends," "anticipates," "expects," "estimates" and
similar expressions) should also be considered to be forward-looking statements.
There are a number of important factors that could cause actual results or
events to differ materially from those indicated by such forward-looking
statements. Important factors that might cause such a difference include,
but
are not limited to, the ability of Bristol West to obtain stockholder approval
of the Proposed Farmers Merger, the possibility that the Proposed Farmers
Merger
will not close or that the closing will be delayed, and other events and
factors
disclosed previously and described in the 2006 Form 10-K. Bristol West disclaims
any intention or obligation to update or revise any forward-looking statements
as a result of developments occurring after the date of this report or
otherwise.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press
Release, dated as of May 4, 2007 (furnished except to the extent required by
Rule 14a-12)
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 thereunto
duly authorized.
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BRISTOL
WEST HOLDINGS, INC.
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(Registrant)
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Date:
May 4, 2007
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By:
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/s/
Robert D. Sadler
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Robert
D. Sadler
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Senior
Vice President-Chief Financial Officer
(Principal
Financial Officer, Principal Accounting
Officer
and duly authorized officer)
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EXHIBIT
INDEX
Exhibit Number
and Description
99.1
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Press
Release, dated May 4, 2007 (furnished except to the extent required
by
Rule 14a-12)
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