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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 29, 2004
The Enstar Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
Georgia 0-07477 63-0590560
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
401 Madison Avenue
Montgomery, Alabama 36104
(Address of principal executive offices, including zip code)
Registrant's telephone number,
including area code:
(334) 834-5483
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Not Applicable
(Filing obligations the Form 8-K filing is intended to simultaneously satisfy)
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ITEM 8.01. OTHER EVENTS
On October 29, 2004, The Enstar Group, Inc. ("Enstar") issued a press
release (the "Press Release") announcing that its partially owned equity
affiliate, Castlewood Holdings Limited ("Castlewood Holdings"), completed the
acquisition of all of the outstanding stock of Turegum Insurance Company
("Turegum"), a subsidiary of Zurich Insurance Company. The acquisition was
effected through Harper Holding Sarl.
Harper Holding Sarl is a newly-formed, wholly-owned subsidiary of
Castlewood Holdings. Castlewood Holdings is a Bermuda corporation formed in 2001
to pursue the management and acquisition of insurance and reinsurance companies,
including companies in run-off, and to provide management, consulting, and other
services to the insurance and reinsurance industries. Enstar and Trident II,
L.P. each own one-third economic interests in Castlewood Holdings, with the
remaining one-third owned by the senior management of Castlewood Limited, a
Bermuda based subsidiary of Castlewood Holdings. Enstar also holds 50% of the
voting stock of Castlewood Holdings.
The terms of the Turegum Insurance Company transaction were determined
through arm's length negotiations among representatives of the parties. Neither
Enstar, nor any of its affiliates had, nor to the knowledge of Enstar did any
director or officer of Enstar or any associate of any director or officer of
Enstar have, any material relationship with Zurich Insurance Company.
The Press Release is filed herewith as Exhibit 99.1 and is incorporated
herein by reference thereto.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Text of Press Release of Enstar, dated
October 29, 2004.*
99.2 Sale and Purchase Agreement, dated October
29, 2004, among Zurich Insurance Company,
Harper Holding Sarl and Kenmare Holdings
Limited.
* Previously filed.
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.
Date: November 11, 2004
THE ENSTAR GROUP, INC.
By: /s/ Cheryl D. Davis
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Cheryl D. Davis
Chief Financial Officer, Vice President of Corporate
Taxes and Secretary