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
Date
of report (Date of earliest event reported): May 2, 2008
EMPLOYERS
HOLDINGS, INC.
(Exact
Name of Registrant as Specified in its Charter)
_____________________
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NEVADA
(State
or Other Jurisdiction of
Incorporation)
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001-33245
(Commission
File Number)
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04-3850065
(I.R.S.
Employer Identification No.)
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10375
Professional Circle
Reno,
Nevada
(Address
of Principal Executive Offices)
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89521
(Zip
Code)
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Registrant's
telephone number including area code: (888)
682-6671
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No
change since last report
(Former
Name or Address, if Changed Since Last
Report)
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_____________________
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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:
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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 |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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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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Section
8 – Other Events
Item
8.01. Financial Statements and Exhibits.
On
May 2, 2008, Employers Holdings, Inc. issued a press release with respect to its
proposed private placement of $150 million aggregate principal amount of senior
notes due 2018. A copy of the press release is attached as Exhibit
99.1 hereto and incorporated by reference herein.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
99.1 Employers
Holdings, Inc. press release, dated May 2, 2008
SIGNATURE
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.
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EMPLOYERS
HOLDINGS, INC.
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By:
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/s/ Lenard T. Ormsby |
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Name:
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Lenard
T. Ormsby
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Title:
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Executive
Vice President, Chief
Legal
Officer and General Counsel
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Dated: May
2, 2008
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Exhibit
Index
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Exhibit
No.
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Exhibit
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99.1
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Employers
Holdings, Inc. press release, dated May 2,
2008
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Exhibit
99.1
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| news release | ||
| May 2, 2008 | For Immediate Release |
Employers
Holdings, Inc. Announces Proposed Private Placement of $150 Million of Senior
Notes
Reno, Nevada – May
2, 2008 – Employers Holdings, Inc. (NYSE:EIG) (EMPLOYERS®)
announced today that it intends to offer, subject to market conditions and other
factors, $150 million aggregate principal amount of senior unsecured notes due
2018 in an unregistered offering within the United States to qualified
institutional buyers.
The interest rate
and other terms applicable to the notes are to be determined by negotiations
between EMPLOYERS and the purchasers.
EMPLOYERS intends
to use the net proceeds of the offering to fund a portion of the merger
consideration for its previously announced acquisition of AmCOMP Incorporated.
The consummation of the acquisition is subject to a number of conditions, and
there can be no assurance that these conditions will be satisfied or that the
acquisition will be consummated.
This announcement
is neither an offer to sell nor a solicitation of an offer to buy any of these
securities and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale is unlawful.
The securities will
not be registered under the Securities Act of 1933, as amended (the "Securities
Act"), or any state securities laws, and unless so registered, may not be
offered or sold in the United States except pursuant to an exemption from the
registration requirements of the Securities Act and applicable state
laws.
Forward-Looking
Statements
In
this news release, EMPLOYERS and its management discuss and make statements
based on currently available information regarding their intentions, beliefs,
current expectations, and projections regarding EMPLOYERS future operations and
performance. Certain of these statements may constitute "forward-looking"
statements as that term is defined in the Private Securities Litigation Reform
Act of 1995. Forward-looking statements can be identified by the fact that they
do not relate strictly to historical or current facts and are often identified
by words such as "may," "will," "could," "would," "should," "expect," "plan,"
"anticipate," "target," "project," "intend," "believe," "estimate," "predict,"
"potential," "pro forma,"
"seek," "likely," or "continue," or other comparable terminology and their
negatives.
Employers Holdings,
Inc. (EHI) and its management caution investors that such forward-looking
statements are not guarantees of future performance. Risks and uncertainties are
inherent in EHI’s future performance. Factors that could cause EHI's actual
results to differ materially from those indicated by such forward-looking
statements include, among other things, those discussed or identified from time
to time in our public filings with the Securities and Exchange Commission (SEC),
including the risks detailed in the Company’s 2007 Annual Report on Form
10-K.
All forward-looking
statements made in this press release reflect EHI’s current views with respect
to future events, business transactions and business performance and are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such statements involve risks and uncertainties, which may
cause actual results to differ materially from those set forth in these
statements. The following factors, among others, could cause or contribute to
such material differences: failure to satisfy any of the conditions to closing
of the acquisition of AmCOMP Incorporated (AmCOMP), including the failure to
obtain AmCOMP stockholder approval or any required regulatory approvals, the
risks that the business of EHI and AmCOMP will not be integrated successfully,
costs related to the proposed transaction, and disruption from the proposed
transaction making it more difficult to maintain relationships with customers,
employees, agents or producers. More generally, the business of EHI could
be affected by competition, pricing and policy term trends, the levels of new
and renewal business achieved, market acceptance, changes in demand, the
frequency and severity of catastrophic events, actual loss experience,
uncertainties in the loss reserving and claims settlement process, new theories
of liability, judicial, legislative, regulatory and other governmental
developments, litigation tactics and developments, investigation developments,
the amount and timing of reinsurance recoverables, credit developments among
reinsurers, changes in the cost or availability of reinsurance, market
developments, rating agency action, possible terrorism or the outbreak and
effects of war and economic, political, regulatory, insurance and reinsurance
business conditions, relations with and performance of employee agents, as well
as management’s response to these factors, and other factors identified in EHI’s
filings with the SEC. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the dates on which they are
made.
The SEC filings for
EHI can be accessed through the “Investors” link on the Company’s website,
www.employers.com, or through the SEC's EDGAR Database at www.sec.gov (EHI EDGAR
CIK No. 0001379041). EHI assumes no obligation to update this release or the
information contained herein, which speaks as of the date issued.
Analysts: Vicki
Erickson, Vice President, Investor Relations, (775) 327-2794,
verickson@employers.com.
Media Contact:
Trish White, Director, Corporate Communications, (775) 327-2636,
twhite@employers.com.
Copyright © 2008
EMPLOYERS. All rights reserved. EMPLOYERS and America's small business insurance
specialist are registered trademarks of Employers Insurance Company of
Nevada marketing brands for a group of companies providing workers’ compensation
insurance and services. Insurance is offered through Employers Compensation
Insurance Company, except in Nevada, where insurance is offered through
Employers Insurance Company of Nevada. Employers Compensation Insurance Company
does not do business in all jurisdictions. Please contact your local EMPLOYERS
Sales Executive or visit www.employers.com for
additional information.
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