Filed by Cowen Group, Inc. and LexingtonPark Parent Corp.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed under Rule 14a-6(b) of the Securities Act of 1934

 

Subject Company: LexingtonPark Parent Corp.

Commission File No. 333-160525

 

 

1221 Avenue of the Americas

New York, New York 10020

 

October 9, 2009

 

Dear Stockholder:

 

We have previously sent to you proxy material for the special meeting of stockholders of Cowen Group, Inc. to be held on November 2, 2009.  Your Board of Directors unanimously recommends that stockholders vote FOR the proposed business combination with Ramius LLC.

 

Since approval of the merger requires the affirmative vote of a majority of the outstanding shares, your vote is important.  If you have not already done so, please vote TODAY—by telephone, via the Internet, or by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

 

Very truly yours,
J. Kevin McCarthy
General Counsel and Corporate Secretary

 

	IMPORTANT NOTE: Remember, you can vote your shares by telephone or by Internet. Please follow the easy instructions on the enclosed proxy card.   If you have any questions, or need assistance in voting your shares, please call our proxy solicitor,   INNISFREE M&A INCORPORATED TOLL-FREE, at 1-888-750-5835.

 

 

Please See Reverse for Further Information

 

 

In connection with the proposed transaction, Cowen and LexingtonPark Parent Corp. have filed relevant materials with the Securities and Exchange Commission (the “SEC”), including a registration statement of LexingtonPark Parent Corp. on Form S-4 that includes a proxy statement of Cowen that also constitutes a prospectus of LexingtonPark Parent Corp.  Cowen commenced mailing on October 2, 2009 of the final proxy statement/prospectus to its stockholders.  Investors and security holders are urged to read these documents and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they contain important information about Cowen and the proposed transaction.

 

Investors and security holders may obtain these documents (and any other documents filed by Cowen or by LexingtonPark Parent Corp. with the SEC) free of charge at the SEC’s website at www.sec.gov.  In addition, the documents filed with the SEC by Cowen and LexingtonPark Parent Corp. may be obtained free of charge by directing such request to:  Investor Relations, 1221 Avenue of the Americas, New York, NY 10020 or from Cowen’s Investor Relations page on its corporate website at www.cowen.com.

 

The directors, executive officers, and certain other members of management and employees of Cowen may be deemed to be participants in the solicitation of proxies in favor of the proposed transactions from the stockholders of Cowen.  Information about the executive officers and directors of Cowen is set forth in Cowen’s Amendment No. 1 to its Annual Report on Form 10-K/A, which was filed with the SEC on April 28, 2009.