As filed with the Securities and Exchange Commission on November 2, 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): November 1, 2001
W. R. BERKLEY CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-7849 22-1867895
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
165 Mason Street, P.O. Box 2518, Greenwich, CT 06836-2518
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 629-3000
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Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events
On November 1, 2001, W. R. Berkley Corporation (the "Company") entered into
an Underwriting Agreement with Morgan Stanley & Co. Incorporated, Credit Suisse
First Boston Corporation and Merrill Lynch, Pierce, Fenner & Smith 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 3,300,000 shares of the Company's common stock, $.20 par value per
share, plus up to an additional 495,000 shares subject to the underwriters'
over-allotment option (collectively, the "Shares"), under a Registration
Statement on Form S-3 (Registration No. 333-57546). Willkie Farr & Gallagher, as
counsel to the Company, has issued its opinion as to the legality of the Shares.
On November 1, 2001, the Company also issued a press release relating to the
pricing of the offering of the Shares.
The Underwriting Agreement, the opinion of Willkie Farr & Gallagher and the
press release are attached hereto as Exhibits 1.1, 5.1 and 99.1, 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)
99.1 Press Release dated November 1, 2001
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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/ Eugene G. Ballard
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Name: Eugene G. Ballard
Title: Senior Vice President,
Chief Financial Officer and Treasurer
Date: November 2, 2001
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EXHIBIT INDEX
Exhibit:
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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)
99.1 Press Release dated November 1, 2001
4