UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): September 20, 2007
James
River Group, Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
(State
or Other
Jurisdiction
of
Incorporation)
|
000-51480
(Commission
File
Number)
|
05-0539572
(I.R.S.
Employer
Identification
No.)
|
300
Meadowmont Village Circle, Suite 333, Chapel Hill, North Carolina
27517
¾¾¾¾¾¾¾¾¾¾¾
(Address
of Principal Executive Offices, including Zip code)
(919)
883-4171
¾¾¾¾¾¾¾¾¾¾¾
(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):
o
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)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
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
September 20, 2007, the Registrant issued a press release announcing
that
it
has scheduled a record date and a special meeting date for its stockholders
to
consider and vote on a proposal to adopt the previously announced definitive
merger agreement under which a Bermuda-based holding company and member of
the
D. E.
Shaw
group, a global investment management firm, would acquire the Company for $34.50
per share in cash. The special meeting of stockholders will be held on November
6, 2007. All holders of the Company’s common stock at the close of business on
the record date, September 26, 2007, will be eligible to vote at the special
meeting of stockholders. The Company will mail its definitive proxy statement
to
its stockholders on or about October 3, 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
|
99.1
|
Press
release dated September 20, 2007.
|
2
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:
September 20, 2007
|
By:
|
|
|
Name:
|
Michael
T. Oakes
|
|
Title:
|
Executive
Vice President and
|
|
|
Chief
Financial Officer
|
3
EXHIBIT
INDEX
Exhibit
No.
|
|
Description
|
|
|
|
99.1
|
|
Press
release dated September 20, 2007.
|
|
|
|
4