================================================================================ 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): November 30, 2007 James River Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51480 05-0539572 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 300 Meadowmont Village Circle, Suite 333 Chapel Hill, North Carolina 27517 (Address of principal executive offices) (Zip Code) (919) 883-4171 (Registrant's telephone number, including area code) ------------------------ 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 (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 8.01 Other Events. On November 30, 2007, the Company issued a press release to announce that Franklin Holdings (Bermuda), Ltd., a Bermuda holding company and member of the D. E. Shaw group, received approval for its acquisition of the Company from the State of Ohio Department of Insurance and the North Carolina Department of Insurance. The parties expect to close the transaction on or about December 11, 2007. A copy of the press release is attached hereto as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (d) Exhibits: EXHIBIT DESCRIPTION ------- ----------- 99.1 Press Release dated November 30, 2007 2 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. JAMES RIVER GROUP, INC. Date: November 30, 2007 By: /s/ Michael T. Oakes ----------------------------------------- Michael T. Oakes Executive Vice President and Chief Financial Officer 3 EXHIBIT INDEX EXHIBIT DESCRIPTION ------- ----------- 99.1 Press Release dated November 30, 2007 4