The Exchange Offer has been solicited only from holders of Existing Notes who properly completed, executed and delivered to the information and exchange agent an eligibility letter, whereby such holder has represented that it is one of the following: (i) if in the United States, a "qualified institutional buyer," or "QIB," as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and under applicable state securities laws and that it is not an "affiliate" of the Company, as such term is defined in Rule 405
under the Securities Act, or (ii) if outside the United States, a person other than a "U.
Rule 405 provides the acceptable methods of proving character when an exception to the general prohibition applies.
Thus, while profile and syndrome evidence may be authorized by the exceptions of Rule 404, such as when a criminal defendant offers evidence of his own character trait, there is no proper method to introduce it under Rule 405.
20) After briefly outlining the standards governing the prohibition of character evidence in Part II, I then introduce the Rule 405 problem.
By ignoring the character inference that profile and syndrome evidence invites, courts are able to bypass the general restrictions of Rule 404 and the methodology problems of Rule 405.
The final rule allows use of S-3 when (1) the issuer has outstanding (as of a date within 60 days prior to the filing of the registration statement) at least $750 million of nonconvertible securities, other than common equity, issued in primary offerings for cash, not exchange, or (2) is a wholly-owned subsidiary of a WKSI as defined in Rule 405
under the Securities Act.
As a result of the committee's changes pursuant to numbered paragraph (4), Rule 405
, Methods of Proving Character, now includes opinion testimony along with reputation testimony as a method of proof in cases where character evidence is admissible.
The court also noted three instances in which the rules have been changed: Rule 405
and Rule 608, both of which have to do with evidence of character, and Rule 803(3), which will allow opinion statements as to the existing state of mind or physical condition of a person even if that person would be available as a witness.
Due to adverse equity market conditions and the decline in the trading price of the Company's Common Stock, the Company does not at this time qualify as a "well-known seasoned issuer" (as defined in Rule 405
of the Securities Act of 1933, as amended), and the post-effective amendment is being filed solely to convert the existing automatic shelf registration statement into a non-automatic shelf registration statement.
This press release may constitute a "free writing prospectus" and an "issuer free writing prospectus" as such terms are defined in Rule 405
and Rule 433, respectively, under the Securities Act of 1933, as amended, and relates to the registration statement on Form S-3 filed by Tower Group, Inc.
Additionally, the business and financial materials and any other statement or disclosure on, or made available through, the Company's websites shall not be considered a "free writing prospectus" under the SEC's Rule 405
of the Securities Act of 1933, as amended, unless specifically identified as such.
CER) is a "foreign private issuer" as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended, and in Rule 405
under the Securities Act of 1933, as amended.