UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) July 11, 2005
ZENITH NATIONAL INSURANCE CORP.
(Exact name of registrant as specified in its charter)
Delaware |
| 1-9627 |
| 95-2702776 |
(State or other jurisdiction |
| (Commission |
| (IRS Employer |
of incorporation) |
| File Number) |
| Identification No.) |
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21255 Califa Street, Woodland Hills, CA |
| 91367-5021 | ||
(Address of principal executive offices) |
| (Zip Code) | ||
Registrant’s telephone number, including area code (818) 713-1000
Not Applicable
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o 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))
Item 3.02. Unregistered Sales of Equity Securities.
On July 11, 2005, the Registrant entered into a privately negotiated transaction with a holder (the “Holder”) of the Registrant’s 5.75% Convertible Senior Notes due 2023 (the “Notes”) pursuant to which the Holder converted, on July 12, 2005, $850,000 aggregate principal amount of the Notes in accordance with the indenture governing the Notes. Upon such conversion, the Holder received (i) 34,000 shares of the Registrant’s Common Stock, par value $1.00 per share, in accordance with the terms of the indenture and (ii) $49,300 in cash as an incentive for such conversion.
The shares of Common Stock were issued in reliance upon the exemption from registration provided in Section 3(a)(9) of the Securities Act of 1933, as amended. No commission or other remuneration was paid or given directly or indirectly for soliciting the transaction.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| ZENITH NATIONAL INSURANCE CORP. | |||
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Dated: July 12, 2005 | By: | /s/ WILLIAM J. OWEN |
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| Name: William J. Owen | |||
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| Title: | Senior Vice President | ||
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| and Chief Financial Officer | ||
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