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):  October 5, 2007

 

 

KMG America Corporation

(Exact Name of Registrant as Specified in Charter)

 

Virginia

 

1-32377

 

20-1377270

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

12600 Whitewater Drive, Suite 150
Minnetonka, Minnesota

 

55343

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

 

 

 

 

Registrant’s telephone number, including area code: (952) 930-4800

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item 8.01. Other Events.

 

On October 8, 2007, KMG America Corporation (“KMG”) issued a press release announcing that the Federal Trade Commission and Antitrust Division of the U.S. Department of Justice granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with the proposed acquisition of KMG by Humana Inc., as previously announced on September 7, 2007. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits .

 

 

99.1

Press release issued by KMG on October 8, 2007, announcing the early termination of the HSR Act waiting period in connection with the proposed acquisition of KMG by Humana Inc.

 

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 hereunto duly authorized.

 

Dated: October 8, 2007

 

 

 

KMG AMERICA CORPORATION

 

 

 

 

 

 

By:


/s/ James E. Nelson

 

 

James E. Nelson
Senior Vice President, General Counsel and Secretary

 

 







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EXHIBIT INDEX

Exhibit No.:

Description:

 

99.1

Press release issued by KMG on October 8, 2007, announcing the early termination of the HSR Act waiting period in connection with the proposed acquisition of KMG by Humana Inc.

 







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