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Quotes & Info
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| EST > SEC Filings for EST > Form 8-K on 7-Oct-2009 | All Recent SEC Filings |
7-Oct-2009
Other Events
On October 5, 2009, ARMOUR Residential REIT, Inc. ("ARMOUR") filed Amendment No. 2 to the Registration Statement on Form S-4 ("Amendment No. 2") with the Securities and Exchange Commission, which includes a proxy statement for stockholders and warrantholders of Enterprise Acquisition Corp. ("Enterprise"). In addition to a special meeting of stockholders to vote upon the proposed business combination involving Enterprise and ARMOUR, at a special meeting of warrantholders, warrantholders will vote upon a proposal (the "Warrant Amendment Proposal") to amend certain terms of the Warrant Agreement, dated as of November 7, 2007, between Enterprise and Continental Stock Transfer & Trust Company (the "Warrant Agreement"), which governs the terms of Enterprise's outstanding warrants.
The Warrant Amendment Proposal will amend the Warrant Agreement to provide that
(i) the exercise price of Enterprise's warrants be increased from $7.50 to
$11.00 per share, and (ii) the expiration date of the warrants will be extended
from November 7, 2011 to November 7, 2013. Amendment No. 2 reflects a change
agreed upon by Enterprise and ARMOUR to extend the expiration date to November
7, 2013, a two year extension, instead of November 7, 2012, a one year
extension, as previously contemplated in Amendment No. 1 to ARMOUR's
Registration Statement on Form S-4.
Enterprise has issued a press release announcing this change, which is attached as Exhibit 99.1.
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 and ARMOUR has filed Amendment No. 2 to the Registration Statement on Form S-4 with the SEC on October 5, 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 as of the record date of October 5, 2009. 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 Enterprise Acquisition Corp., 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
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