Exhibit 99.1
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| TheZenith |
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| Zenith National Insurance Corp. |
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| 21255 Califa St. |
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| Woodland Hills, CA 91367-9021 |
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| Reply to: P.O. Box 9055 |
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| Van Nuys, CA 91405-9055 |
PRESS RELEASE |
| Telephone: 818/713-1000 |
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BUSINESS AND FINANCIAL EDITORS |
| STANLEY R. ZAX |
FOR IMMEDIATE RELEASE |
| Chairman & President |
ZENITH NATIONAL INSURANCE CORP. ANNOUNCES PROPOSED PRIVATE OFFERING OF
CONVERTIBLE NOTES
WOODLAND HILLS, CA, March 17, 2003 ………………………………………………………………………
Zenith National Insurance Corp. (NYSE: ZNT) today announced that it will commence an offer to sell $105,000,000 of convertible senior notes through a private offering (which amount does not give effect to an option granted to the initial purchasers to acquire additional notes).
The offering will be made only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933. Zenith intends to use the net proceeds of the offering to repay outstanding indebtedness under its existing bank lines of credit and for general corporate purposes. The notes, which will be convertible into shares of the Zenith’s common stock, will be due in 2023. Holders of the notes can require Zenith to repurchase the notes on certain dates and upon the occurrence of specified events.
The securities to be offered have not been registered under the Securities Act of 1933 or any state securities laws and unless so registered may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933 and applicable state securities laws.
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements if accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed. Forward-looking statements include those related to the plans and objectives of management for future operations, future economic performance, or projections of revenues, income, earnings per share, capital expenditures, dividends, capital structure, or other financial items. Statements containing words such as “expect,” “anticipate,” “believe,” “estimate” or similar words that are used in this release or in other written or oral information conveyed by or on behalf of Zenith are intended to identify forward-looking statements. Zenith undertakes no obligation to update such forward-looking statements, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include but are not limited to the following: (1) competition; (2) adverse state and federal legislation and regulation; (3) changes in interest rates causing fluctuations of investment income and fair values of investments; (4) changes in the frequency and severity of claims and catastrophes; (5) adequacy of loss reserves; (6) changing environment for controlling medical, legal and rehabilitation costs, as well as fraud and abuse; (7) losses associated with terrorist attacks such as the attack on the World Trade Center on September 11, 2001, and (8)other risks detailed herein and from time to time in Zenith’s other reports and filings with the Securities and Exchange Commission.
