As filed with the Securities and Exchange Commission on November 20, 2002
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 19, 2002
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)
475 Steamboat Road, Greenwich, CT 06830
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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 19, 2002, W. R. Berkley Corporation (the "Company") entered
into an Underwriting Agreement with Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, and Salomon
Smith Barney Inc., 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 4,100,000 shares of the Company's common stock,
$.20 par value per share, plus up to an additional 615,000 shares subject to the
underwriters' over-allotment option (collectively, the "Securities"), under a
Registration Statement on Form S-3 (Registration No. 333-88920). Willkie Farr &
Gallagher, as counsel to the Company, has issued its opinion as to the legality
of the Securities. On November 19, 2002, the Company also issued a press release
relating to the pricing of the offering of the Securities.
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 Securities
23.1 Consent of Willkie Farr & Gallagher (included in Exhibit 5.1
hereto)
99.1 Press Release dated November 19, 2002
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 20, 2002
EXHIBIT INDEX
Exhibit:
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1.1 Underwriting Agreement
5.1 Opinion of Willkie Farr & Gallagher regarding the legality of the
Securities
23.1 Consent of Willkie Farr & Gallagher (included in Exhibit 5.1 hereto)
99.1 Press Release dated November 19, 2002