As filed with the Securities and Exchange Commission on December 14, 2007
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): December 14, 2007
W. R. BERKLEY CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-15202 22-1867895
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
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)
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
On December 14, 2007, Kiln Ltd ("Kiln") announced that the boards of Tokio
Marine & Nichido Fire Insurance Co., Ltd. ("TMNF") and Kiln have reached
agreement on the terms of a recommended cash acquisition of Kiln by TMNF at an
acquisition price of 150 pence per share (the "Acquisition"). The Acquisition is
subject to certain conditions, including the approval of Kiln's shareholders of
an amalgamation and regulatory approvals.
W. R. Berkley Corporation (the "Company") owns 58,567,117 shares of Kiln,
representing approximately 20.06% of Kiln's issued share capital. The Company
has given an irrevocable undertaking to TMNF to vote to approve the Acquisition,
and such irrevocable undertaking, subject to certain conditions, will remain
binding even if a higher competing offer is made for Kiln.
The carrying value of the Company's investment in Kiln was $109 million at
September 30, 2007. The total value of the Company's investment in Kiln at the
acquisition price of 150 pence per share is approximately $178 million at
current exchange rates.
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: December 14, 2007