As filed with the Securities and Exchange Commission on March 1, 2001
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): February 28, 2001
W. R. BERKLEY CORPORATION
-----------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-7849 22-1867895
- -------------- ------------------- ------------------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
165 Mason Street, P.O. Box 2518, Greenwich, CT 06836-2518
---------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 629-3000
--------------
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events
On February 28, 2001, W. R. Berkley Corporation (the "Company") entered
into an Underwriting Agreement with Credit Suisse First Boston Corporation,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co.
Incorporated, as representatives of the several underwriters named therein, with
respect to the issue and sale by the Company, and the purchase by the
underwriters, of an aggregate of 2,700,000 shares of the Company's common stock,
$.20 par value per share, plus up to an additional 405,000 shares subject to the
underwriters' over-allotment option (collectively, the "Shares"), under a
Registration Statement on Form S-3 (Registration No. 33-95552). Willkie Farr &
Gallagher, as counsel to the Company, has issued its opinion as to the legality
of the Shares.
The Underwriting Agreement and the opinion of Willkie Farr & Gallagher are
attached hereto as Exhibits 1.1 and 5.1, respectively, and are incorporated
herein by reference.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired:
None.
(b) Pro forma financial information:
None.
(c) Exhibits:
1.1 Underwriting Agreement
5.1 Opinion of Willkie Farr & Gallagher regarding the legality of
the Shares
23.1 Consent of Willkie Farr & Gallagher (included in Exhibit 5.1
hereto)
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.
W. R. BERKLEY CORPORATION
By: /s/ Ira S. Lederman
------------------------------
Name: Ira S. Lederman
Title: Senior Vice President,
General Counsel-Insurance
Operations and Assistant
Secretary
Date: March 1, 2001
EXHIBIT INDEX
Exhibit:
- --------
1.1 Underwriting Agreement
5.1 Opinion of Willkie Farr & Gallagher regarding the legality of the
Shares
23.1 Consent of Willkie Farr & Gallagher (included in Exhibit 5.1
hereto)