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EST > SEC Filings for EST > Form 8-K on 1-Oct-2009All Recent SEC Filings

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Form 8-K for ENTERPRISE ACQUISITION CORP.


1-Oct-2009

Regulation FD Disclosure, Financial Statements and Exhibits


Item 7.01. Regulation FD Disclosure.

On July 29, 2009, Enterprise Acquisition Corp. ("Enterprise") announced that it had entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among Enterprise, ARMOUR Residential REIT, Inc., a Maryland corporation ("ARMOUR"), and ARMOUR Merger Sub. Corp., a Delaware corporation and a wholly-owned subsidiary of ARMOUR ("Merger Sub"). Upon the consummation of the transactions contemplated by the Merger Agreement, Merger Sub will be merged with and into Enterprise, with Enterprise surviving the merger and becoming a wholly-owned subsidiary of ARMOUR.

Attached as Exhibit 99.1 to this report is the form of investor presentation to be used by Enterprise in presentations to certain of its stockholders, warrantholders and other interested parties. The investor presentation attached to this report as Exhibit 99.1 is furnished pursuant to this Item 7.01 and shall not be deemed filed in this or any other filing of Enterprise under the Securities Exchange Act of 1934, as amended, unless expressly incorporated by specific reference in any such filing.

Additional Information and Where to Find It.

This communication is being made in respect of the proposed business combination involving Enterprise and ARMOUR. In connection with the proposed transaction, Enterprise has filed a Proxy Statement with the Securities and Exchange Commission (the "SEC") and ARMOUR has filed Amendment No. 1 to the Registration Statement on Form S-4 with the SEC on September 4, 2009, in each case, that contains a preliminary Proxy Statement/Prospectus. The definitive Proxy Statement/Prospectus will be mailed to stockholders and warrantholders of Enterprise. INVESTORS AND SECURITY HOLDERS OF ENTERPRISE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the definitive Proxy Statement/Prospectus (when available) and other documents filed with the SEC by Enterprise and ARMOUR through the website maintained by the SEC at www.sec.gov. Free copies of the definitive Proxy Statement/Prospectus (when available) and other documents filed with the SEC can also be obtained by directing a request to 6800 Broken Sound Parkway, Boca Raton, Florida 33487 Attention: Investor Relations.

Participants in Solicitation.

Enterprise and ARMOUR and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Enterprise's directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2008, which was filed with the SEC on March 16, 2009, and information regarding ARMOUR's directors and executive officers will be available in the definitive Proxy Statement/Prospectus to be filed with the SEC by Enterprise and ARMOUR when it becomes available. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive Proxy Statement/Prospectus and other relevant materials to be filed with the SEC when they become available.



Item 9.01. Financial Statements and Exhibits.

d) Exhibits

Exhibit No. Description
99.1 Investor Presentation.


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