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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
W.R. BERKLEY CORPORATION
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:......
2) Aggregate number of securities to which transaction applies:.........
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined.):..........
4) Proposed maximum aggregate value of transaction:.....................
5) Total fee paid:......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No:
3) Filing Party:
4) Date Filed:
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W. R. BERKLEY CORPORATION
165 MASON STREET
P.O. BOX 2518
GREENWICH, CONNECTICUT 06836-2518
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 15, 2001
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To The Stockholders of
W. R. BERKLEY CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of W. R.
Berkley Corporation, a Delaware corporation (the "Company"), will be held at the
Hyatt Regency, 1800 E. Putnam Ave., Old Greenwich, Connecticut on Tuesday, May
15, 2001 at 2:30 P.M. for the following purposes:
(1) To elect three directors to serve until their successors are duly
elected and qualify;
(2) To ratify the appointment of KPMG LLP as independent certified public
accountants for the Company for the fiscal year ending December 31,
2001; and
(3) To consider and act upon any other matters which may properly come
before the Annual Meeting or any adjournment thereof.
In accordance with the provisions of the Company's By-Laws, the Board of
Directors has fixed the close of business on March 21, 2001 as the date for
determining stockholders of record entitled to receive notice of, and to vote
at, the Annual Meeting.
Your attention is directed to the accompanying Proxy Statement.
You are cordially invited to attend the Annual Meeting. If you do not
expect to attend the Annual Meeting in person, please vote, date, sign and
return the enclosed proxy as promptly as possible in the enclosed reply
envelope.
By Order of the Board of Directors,
IRA S. LEDERMAN
Senior Vice President,
General Counsel -- Insurance
Operations
and Assistant Secretary
Dated: April 4, 2001
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W. R. BERKLEY CORPORATION
PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
MAY 15, 2001
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SOLICITATION AND REVOCATION OF PROXIES
The enclosed proxy is solicited by the Board of Directors of W. R. Berkley
Corporation (the "Company") for use at the Annual Meeting of Stockholders to be
held at the Hyatt Regency, 1800 E. Putnam Ave., Old Greenwich, Connecticut on
Tuesday, May 15, 2001 at 2:30 P.M. and at any adjournment thereof. The giving of
a proxy does not preclude a stockholder from voting in person at the Annual
Meeting. The proxy is revocable before its exercise by delivering either written
notice of such revocation or a later dated proxy to the Secretary of the Company
at its executive office at any time prior to voting of the shares represented by
the earlier proxy. In addition, stockholders attending the Annual Meeting may
revoke their proxies by voting at the Annual Meeting. The expense of preparing,
printing and mailing this Proxy Statement will be paid by the Company. The
Company has engaged Georgeson Shareholder Communications, Inc. to assist in the
solicitation of proxies from stockholders. In addition to the use of the mails,
proxies may be solicited personally or by telephone by regular employees of the
Company without additional compensation, as well as by employees of Georgeson
Shareholder Communications, Inc. The Company will reimburse banks, brokers and
other custodians, nominees and fiduciaries for their costs in sending the proxy
materials to the beneficial owners of the Company's Common Stock, par value $.20
per share (the "Common Stock"). The total cost of the solicitation of proxies is
not expected to exceed $25,000. The Annual Report of the Company for the fiscal
year ended December 31, 2000 is being mailed to all stockholders with this Proxy
Statement. The approximate mailing date is April 4, 2001.
A list of stockholders will be available for inspection for at least ten
days prior to the Annual Meeting at the principal executive office of the
Company at 165 Mason Street, Greenwich, Connecticut 06830.
The matters to be acted upon are described in this Proxy Statement. Proxies
will be voted at the Annual Meeting, or at any adjournment thereof, at which a
quorum is present, in accordance with the directions on the proxy. Votes cast by
proxy or in person at the Annual Meeting will be tabulated by election
inspectors appointed for the Annual Meeting. The election inspectors will also
determine whether a quorum is present. The holders of a majority of the Common
Stock outstanding and entitled to vote who are present either in person or
represented by proxy constitute a quorum for the Annual Meeting. The election
inspectors will treat abstentions as shares that are present and entitled to
vote for purposes of determining the presence of a quorum, but as unvoted for
purposes of determining the approval of any matter submitted. If a broker
indicates on a proxy that it does not have discretionary authority as to certain
shares to vote on a particular matter, those shares will not be considered as
present and entitled to vote with respect to that matter.
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OUTSTANDING STOCK AND VOTING RIGHTS
Only stockholders of record at the close of business on March 21, 2001 are
entitled to receive notice of and to vote at the Annual Meeting. The number of
shares of voting stock of the Company outstanding on that date was 29,127,549
shares of Common Stock, and the number of shares of voting stock of the Company
entitled to vote was 28,957,549 shares of Common Stock. Each such share of
Common Stock is entitled to one vote. The difference between the number of
shares of Common Stock outstanding and the number of shares entitled to votes is
the 170,000 shares of Common Stock which were purchased in 1997 by William R.
Berkley with the proceeds of a recourse promissory note secured by the shares
purchased. See "Transactions with Management and Others." Executive officers and
directors of the Company own or control approximately 15% of the outstanding
Common Stock. Information as to persons beneficially owning 5% or more of the
Common Stock may be found under the heading "Principal Stockholders" herein.
Unless otherwise directed in the proxy, the persons named therein will vote
"FOR" the election of the director nominees listed below and "FOR" the
ratification of the appointment of KPMG LLP as the Company's independent
certified public accountants for its fiscal year ending December 31, 2001. If a
returned proxy does not specify a vote for or against a proposal, it will be
voted in favor thereof.
The election of directors and the ratification of the appointment of KPMG
LLP require the affirmative vote of a majority of the shares present at the
meeting to constitute the action of the stockholders.
As of the date hereof, the Board of Directors knows of no other business
that will be presented for consideration at the Annual Meeting. If other
business shall properly come before the Annual Meeting, the persons named in the
proxy will vote according to their best judgment.
ELECTION OF DIRECTORS
As permitted by Delaware law, the Board is divided into three classes, the
classes being divided as equally as possible and each class having a term of
three years. Each year the term of office of one class expires. This year the
term of a class consisting of three directors expires. It is the intention of
the Board that the shares represented by proxy, unless otherwise indicated
thereon, will be voted for the election of William R. Berkley, Jr., Ronald E.
Blaylock and Mark E. Brockbank as directors to hold office for a term of three
years until the Annual Meeting of Stockholders in 2004 and until their
respective successors are duly elected and qualify. Henry Kaufman and Martin
Stone, directors whose terms expire this year, are retiring and are not standing
for re-election. In addition, there was a vacancy in this class of directors.
The persons designated as proxies reserve full discretion to cast votes for
other persons in the event any such nominee is unable to serve. However, the
Board has no reason to believe that any nominee will be unable to serve if
elected. The proxies cannot be voted for a greater number of persons than the
three named nominees.
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The following table sets forth information regarding each nominee and the
remaining directors who will continue in office after the Annual Meeting.
BUSINESS EXPERIENCE DURING PAST 5 YEARS,
AGE AND OTHER INFORMATION
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Nominees to Serve in Office Until 2004
William R. Berkley, Jr. ...... Vice President of the Company since May 2000
and President of Berkley International, LLC
since January 2001. Mr. Berkley served
previously as Executive Vice President of
Berkley International, LLC from March 2000.
He joined the Company in September 1997. From
July 1995 to August 1997, Mr. Berkley was
employed by the Corporate Finance Department
of Merrill Lynch Investment Company. Mr.
Berkley is also a director of Associated
Community Bancorp, Inc.; Westport National
Bank; Middlesex Bank and Trust Company;
Master Protection Holdings, Inc.; and
Interlaken Capital, Inc. Mr. Berkley is the
son of William R. Berkley and is 28 years of
age.
Ronald E. Blaylock............ Founder and Chairman of Blaylock Asset
Management, LLC., an investment advisory firm
since September 1997. He has also been Chief
Executive Officer and Chief Operating Officer
of Blaylock & Partners, a broker-dealer,
since December 1993, as well as President of
Blaylock & Co. Inc., the general partner of
Blaylock & Partners, since December 1993. Mr.
Blaylock is also a director of American
General Life Insurance Company of New York.
Mr. Blaylock is 41 years of age.
Mark E. Brockbank............. Self-employed insurance consultant since
November 2000. Prior thereto, Mr. Brockbank
served from 1995 to 2000 as Chief Executive
of XL Brockbank LTD, an underwriting
management agency at Lloyd's of London. Mr.
Brockbank was a founder of the predecessor
firm of XL Brockbank LTD and was a director
of XL Brockbank LTD from 1983 to 2000. Mr.
Brockbank is 49 years of age.
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SERVED AS
DIRECTOR
CONTINUOUSLY BUSINESS EXPERIENCE DURING PAST 5 YEARS,
NAME SINCE AGE AND OTHER INFORMATION
---- ------------ ----------------------------------------
Directors to Continue in Office Until 2002
Richard G. Merrill(1)........................... 1994 Executive Vice President of Prudential
Insurance Company of America from August
1987 to March 1991 when he retired.
Prior thereto, Mr. Merrill served as
Chairman and President of Prudential
Asset Management Company since 1985. Mr.
Merrill is also a director of Sysco
Corporation. Mr. Merrill is 70 years of
age.
Jack H. Nusbaum(2)(3)........................... 1967 Chairman of the New York law firm of
Willkie Farr & Gallagher, where he has
been a partner for more than the last
five years. He is also a director of
Associated Community Bancorp, Inc.;
Neuberger Berman Inc.; Pioneer
Companies, Inc.; Prime Hospitality
Corp.; Strategic Distribution, Inc.; and
The Topps Company, Inc. Mr. Nusbaum is
60 years of age.
Mark L. Shapiro(3)(4)........................... 1974 Since September 1998, Mr. Shapiro has
been a private investor. From July 1997
through August 1998, Mr. Shapiro was a
Senior Consultant to the Export-Import
Bank of the United States. For more than
five years prior thereto, he was a
Managing Director in the investment
banking firm of Schroder & Co. Inc. Mr.
Shapiro is 56 years of age.
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SERVED AS
DIRECTOR
CONTINUOUSLY BUSINESS EXPERIENCE DURING PAST 5 YEARS,
NAME SINCE AGE AND OTHER INFORMATION
---- ------------ ----------------------------------------
Directors to continue in Office Until 2003
William R. Berkley(2)........................... 1967 Chairman of the Board and Chief
Executive Officer of the Company since
its formation in 1967. He also serves as
President and Chief Operating Officer, a
position which he has held since March
1, 2000 and has held at various times
from 1967 to 1995. Mr. Berkley also
serves as Chairman of the Board or
director of a number of public and
private companies. These include Associ-
ated Community Bancorp, Inc. and its
subsidiaries, The Greenwich Bank & Trust
Company and Westport National Bank; Pi-
oneer Companies, Inc.; Strategic
Distribution, Inc.; and Interlaken
Capital, Inc., a private investment firm
with interests in various businesses.
Mr. Berkley is the father of William R.
Berkley, Jr. and is 55 years of age.
George G. Daly(1)............................... 1998 Dean, Stern School of Business, and Dean
Richard R. West Professor of Business,
New York University, for more than the
past five years. In addition to his
academic career, Dr. Daly served as
Chief Economist at the U.S. Office of
Energy Research and Development in 1974.
Dr. Daly is 60 years of age.
Robert B. Hodes(4).............................. 1970 Counsel to the New York law firm of
Willkie Farr & Gallagher, where prior
thereto he had been a partner for more
than five years. He is also a director
of Globalstar Telecommunications, Ltd.;
K&F Industries, Inc.; Loral Space &
Communications, Ltd.; Mueller
Industries, Inc.; Leveraged Capital
Holdings, N.V.; and RV.I. Guaranty, Ltd.
Mr. Hodes is 75 years of age.
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(1) Member of Compensation and Stock Option Committee.
(2) Member of Executive Committee.
(3) Member of Business Ethics Committee.
(4) Member of Audit Committee.
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BOARD OF DIRECTORS AND COMMITTEES
During 2000, the Board had four standing committees: the Compensation and
Stock Option Committee, the Executive Committee, the Business Ethics Committee
and the Audit Committee.
The Board met four times and held one telephone meeting during 2000. No
director attended fewer than 75% of the total number of meetings of the Board
and all committees on which he served.
The Compensation and Stock Option Committee was composed of Messrs.
Kaufman, Merrill and Stone from January 1 until May 9, 2000 and of Messrs. Daly,
Kaufman and Merrill thereafter. The Committee reviews management compensation
standards and practices and makes such recommendations to the Board as it deems
appropriate. The Committee also administers the First Amended and Restated W. R.
Berkley Corporation 1992 Stock Option Plan (the "Stock Option Plan"). During
2000, the Committee met four times, held two telephone meetings and took action
by unanimous written consent on one occasion.
The Executive Committee is authorized to act on behalf of the Board during
periods between Board meetings. The Committee is composed of Messrs. Berkley and
Nusbaum. No action was taken by the Committee during 2000.
The Business Ethics Committee, which during 2000 was composed of Messrs.
Nusbaum, Shapiro and Stone, administers the Company-wide Business Ethics
program. During 2000, the Committee held one meeting.
The Audit Committee, which during 2000 was composed of Messrs. Hodes,
Shapiro and Stone, assists the Board in fulfilling its responsibility relating
to the Company's accounting and reporting practices and the quality and
integrity of its financial reports; advises the Board as to the selection of the
Company's independent public accountants; monitors their performance and reviews
matters relative to their independence; reviews the annual financial statements
and reports submitted by such accountants; and reviews the internal audit
function and consults with the independent accountants with regard to the
adequacy of internal controls. Each of the members of the Audit Committee is
independent within the meaning of the listing standards of the National
Association of Securities Dealers, Inc. During 2000, the Committee met four
times and held one telephone meeting. The Board of Directors has adopted a
written charter for the Audit Committee, a copy of which is attached as Annex A
to this Proxy Statement.
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AUDIT COMMITTEE REPORT
To the Board of Directors of W. R. Berkley Corporation:
The Audit Committee of the Board of Directors met with management and the
independent accountants, KPMG LLP, to review and discuss the December 31, 2000
financial statements. The Audit Committee also discussed with the independent
accountants the matters required by Statement on Auditing Standards No. 61
(Communication with Audit Committees). The Audit Committee also received written
disclosures from the independent accountants required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit Committees), and the
Audit Committee discussed with the independent accountants that firm's
independence.
Based upon the Audit Committee's discussions with management and the
independent accountants, and the Audit Committee's review of the representations
of management and the independent accountants, the Audit Committee recommended
that the Board of Directors include the audited consolidated financial
statements in the Company's Annual Report on Form 10-K for the year ended
December 31, 2000, to be filed with the Securities and Exchange Commission.
Audit Committee
Mark L. Shapiro, Chairman
Robert B. Hodes
Martin Stone
March 22, 2001
The above report of the Audit Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.
DIRECTOR COMPENSATION
For 2000, each director received a quarterly retainer of $6,000 and a fee
of $1,500 for each Board meeting attended. In addition, on May 8, 2000, pursuant
to the Company's 1997 Directors Stock Plan, each director received 346 shares of
Common Stock. The number of shares to be granted to each director under such
Plan for each year is determined by dividing $7,500 by the closing price of the
Common Stock on the trading day preceding the date of the Annual Meeting of
Stockholders for the year in which the grant is made. For 2000, the annual
retainer, the fees and the fair market value of such shares of Common Stock on
the date of grant are included in the Summary Compensation Table for William R.
Berkley. These shares of Common Stock are also included in the tables under
"Principal Stockholders."
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PRINCIPAL STOCKHOLDERS
The following table sets forth as of March 21, 2001 those persons known by
the Company to be the beneficial owners of more than 5% of the Common Stock:
AMOUNT AND NATURE PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS
- ------------------------------------------------------ ----------------------- --------
William R. Berkley 4,053,569(1) 13.9%
165 Mason Street
Greenwich, CT 06830
Franklin Resources, Inc. 4,305,090(2) 16.9%(5)
777 Mariners Island Blvd.
San Mateo, CA 94404
Capital Research and Management Company 1,600,000(3) 6.3%(5)
333 South Hope Street
Los Angeles, CA 90071
Neuberger Berman, LLC 1,392,417(4) 5.26%(5)
605 Third Avenue
New York, NY 10158
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(1) Includes 12,583 shares of Common Stock held by Mr. Berkley's wife, as to
which shares he disclaims beneficial ownership, 3,401 shares held in several
accounts for his children as to which Mr. Berkley is a custodian and 105,000
shares which are subject to currently exercisable stock options. Also
includes 170,000 shares of Common Stock which were purchased by Mr. Berkley
with the proceeds of a recourse promissory note secured by the shares
purchased. See "Transactions with Management and Others."
(2) Information obtained from a Schedule 13G, dated January 26, 2001, filed with
the Securities and Exchange Commission on behalf of Franklin Resources, Inc.
The Schedule 13G reported ownership of 4,305,090 shares of Common Stock then
outstanding. The Schedule 13G reported that Templeton Global Advisors
Limited has sole voting power over 4,305,090 shares and sole dispositive
power over 4,305,090 shares.
(3) Information obtained from a Schedule 13G, dated February 9, 2001, filed with
the Securities and Exchange Commission on behalf of Capital Research and
Management Company ("CRMC"). The Schedule 13G reported ownership of
1,600,000 shares of Common Stock then outstanding. The Schedule 13G reported
that CRMC has sole dispositive power over 1,600,000 shares and sole voting
power over 1,500,000 shares.
(4) Information obtained from a Schedule 13G, dated February 1, 2001, filed with
the Securities and Exchange Commission on behalf of Neuberger Berman, LLC.
The Schedule 13G reported ownership of 1,392,417 shares of Common Stock then
outstanding. The Schedule 13G reported that Neuberger Berman, LLC has sole
voting power over 534,517 shares, shared voting power over 850,900 shares
and shared dispositive power over 1,392,417 shares.
(5) The percent of class shown was based on the shares of Common Stock reported
on the respective Schedules 13G and the total number of shares outstanding
as of December 31, 2000. The percent of class shown does not take into
account the additional 3,105,000 shares of Common Stock outstanding from the
sale by the Company of Common Stock on March 6, 2001. Assuming the
beneficial ownership for these holders did not change, the percent of class
based on the shares of Common Stock outstanding as of March 21, 2001 would
be 14.8%, 5.5%, and 4.8% respectively.
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The following table sets forth information as of March 21, 2001 regarding
ownership by all directors, nominees for director and executive officers of the
Company, as a group, and each director and nominee for director and each
executive officer named in the Summary Compensation Table, individually, of the
Common Stock. Except as described in the footnotes below, all amounts reflected
in the table represent shares the beneficial owners of which have sole voting
and investment power.
AMOUNT AND NATURE PERCENT
NAME OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP(1) OF CLASS
- ------------------------- ------------------------------ -----------
All directors, nominees
and executive officers
as a group 4,373,467(1)(2)(3)(4)(5)(6)(7) 15.0%
Eugene G. Ballard 1,000 *
William R. Berkley 4,053,569(1)(2) 13.9%
William R. Berkley, Jr. 2,320(8) *
Ronald E. Blaylock -- --
Mark E. Brockbank -- --
George G. Daly 1,596 *
Robert B. Hodes 30,746 *
Henry Kaufman 10,896(3) *
H. Raymond Lankford, Jr. 15,089(2) *
Richard G. Merrill 10,296(4) *
Jack H. Nusbaum 14,412(5) *
Mark L. Shapiro 3,314 *
James G. Shiel 26,512(2) *
Martin Stone 16,961(6) *
Edward A. Thomas 41,912(2) *
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* less than 1%
(1) Includes 12,583 shares of Common Stock held by Mr. Berkley's wife, as to
which shares he disclaims beneficial ownership, 3,401 shares held in several
accounts for his children as to which Mr. Berkley is a custodian and 105,000
shares which are subject to currently exercisable stock options. Also
includes 170,000 shares of Common Stock which were purchased by Mr. Berkley
with the proceeds of a recourse promissory note secured by the shares
purchased. See "Transactions with Management and Others."
(2) The amounts shown for Messrs. Berkley, Lankford, Shiel and Thomas include
105,000, 13,862, 21,875, and 32,750 shares of Common Stock, respectively,
which are subject to currently exercisable stock options.
(3) The amount shown for Dr. Kaufman includes 10,000 shares of Common Stock held
by Kaufman Family, LLC.
(4) The amount shown for Mr. Merrill includes 9,400 shares of Common Stock held
in a family trust with Mr. Merrill and his spouse as trustees.
(5) The amount shown for Mr. Nusbaum includes 3,000 shares of Common Stock held
in several trusts as to which Mr. Nusbaum is a co-trustee with United States
Trust Company of New York and as to which he shares voting and investment
power with United States Trust Company of New York.
(6) The amount shown for Mr. Stone includes 90 shares of Common Stock held in an
individual retirement account and 975 shares held in two trusts with his
spouse as custodian.
(7) The amounts shown for all directors, nominees and executive officers as a
group include an aggregate of 266,612 shares of Common Stock which are
subject to currently exercisable stock options held by executive officers of
the Company and an aggregate of 8,385 shares of Common Stock which are held
by executive officers under the Company's Profit Sharing Plan.
(8) The amount shown for Mr. Berkley, Jr. is included in the amount reported by
William R. Berkley.
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The Company knows of no arrangements, including any pledge by any person of
securities of the Company, the operation of which may at a subsequent date
result in a change of control of the Company. Under applicable Insurance Holding
Company Acts in various states, a potential owner cannot exercise voting control
over an amount in excess of 10% of the Company's outstanding voting securities
(5% in the State of Florida) without obtaining prior regulatory approval.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
During 2000, the Company engaged in a transaction with a company controlled
by its Chairman of the Board, William R. Berkley. In this transaction, fees
received by the Company consisted of $60,000 for rent and other services.
During 1997, the Company loaned William R. Berkley $3,496,050, an amount
equal to the aggregate exercise price of 170,000 shares of Common Stock
purchased by Mr. Berkley pursuant to the Stock Option Plan and one or more
predecessor plans. The loan is represented by a recourse promissory note which
is secured by the 170,000 shares of Common Stock, matures on December 29, 2002
and bears interest at the minimum rate which can be charged without causing the
loan to be treated as a "below market loan" for purposes of Section 7872 of the
Internal Revenue Code of 1986, as amended (the "Code"). Pursuant to the terms of
such plans, Mr. Berkley will have the right to exercise voting rights with
respect to the purchased shares at such time as the purchase price therefor is
paid, and cash dividends on such shares will be payable based on the percentage
of the purchase price received thereon by the Company. As of the date hereof,
the full amount of the loan, together with accrued interest thereon, is
outstanding.
During 2001, the Company loaned William R. Berkley $1,500,000. The loan is
represented by an unsecured recourse promissory note which matures on June 1,
2001 and bears interest at the minimum rate which can be charged without causing
the loan to be treated as a "below market loan" for purposes of Section 7872 of
the Code. As of the date hereof, $1,100,000 in principal has been repaid by Mr.
Berkley.
Robert B. Hodes and Jack H. Nusbaum, both directors of the Company, are
Counsel to and Chairman of, respectively, Willkie Farr & Gallagher, outside
counsel to the Company.
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COMPENSATION AND STOCK OPTION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
CEO COMPENSATION. The Compensation and Stock Option Committee follows a
compensation philosophy under which a principal determinant is the financial
performance of the Company, together with achievement of non-financial corporate
objectives and individual performance. The Compensation and Stock Option
Committee believes that this approach should incentivize the Chief Executive
Officer (the "CEO") and other management personnel to focus on meeting both
financial and non-financial goals that in turn should enhance stockholder value.
The CEO's compensation is set based on the Committee's general evaluation of
these factors and the CEO's individual performance.
The Committee has retained the firm of Ross Consulting Group LTD ("Ross")
to provide advice with respect to executive compensation. Ross advised the
Committee with respect to the plans referred to below and with respect to the
compensation of the CEO for 2000.
At its meeting on March 9, 2000, the Committee determined that the CEO's
salary for 2000 should be increased from $890,000 to $1,000,000.
For purposes of setting incentive compensation for the CEO, the Committee
has determined that the Company consider the limitations on tax deductibility
imposed under Section 162(m) of the Code. Section 162(m) limits deductions for
compensation in excess of $1 million per year paid by a public corporation to
certain of its executives unless certain criteria are met. In order to meet the
criteria, the Committee has determined that, subject to the matters discussed
below, the CEO's incentive compensation should be structured to qualify as
"performance-based compensation," which is exempt from the deduction limits. In
general, this rule requires that the CEO's incentive compensation be based on
attainment of one or more objective performance goals and that the Company's
stockholders approve both the performance goals and the amount that can be
earned. For these reasons, the incentive compensation for the CEO is generally
payable and/or granted under the Company's Long-Term Incentive Compensation
Plan, Annual Incentive Plan for Senior Executives and Stock Option Plan, each of
which was approved or, in the case of the Stock Option Plan, amended, by
stockholders at the Company's 1997 Annual Meeting and is designed so that
compensation payable thereunder, or attributable to the exercise of options,
will be exempt from the deduction limits. The Committee may, in its discretion
and where deemed appropriate, pay incentive compensation to the CEO or other
executive officers in addition to compensation earned under these plans. Such
additional compensation would not qualify as "performance-based compensation"
and would not be exempt from the deduction limits. The Committee believes that
at times there are circumstances where the payment of such additional
compensation is justified as a means of furthering the Company's interest in
retaining and rewarding its key personnel.
For 2000 the Committee approved an annual incentive payment to the CEO of
$1,811,900 under the Annual Incentive Plan. This payment was based upon the
Company's performance against the Plan's quantitative formula (which included
earnings per share, net income, net premiums written, return on equity and
combined ratio measures) and the CEO's performance against predetermined,
objective goals. The Committee separately decided to award the CEO a
discretionary bonus of $190,650 in recognition of the special efforts the CEO
made in 2000 beyond those contemplated by the criteria set forth in the Annual
Incentive Plan.
COMPENSATION OF EXECUTIVE OFFICERS GENERALLY. The Committee believes that
it continues to be important to use incentive compensation to enable the Company
to attract and reward
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executives who contribute to the Company's long-term success by demonstrated,
sustained performance. To this end, the Company relies on cash and individual
bonus awards and on equity-based compensation through the Stock Option Plan. The
Company may also award equity-based compensation through the Long-Term Incentive
Compensation Plan. The Company has not entered into employment agreements with
any of its officers.
With respect to base compensation for executive officers other than the
CEO, the Committee considered the Company's performance and past pay levels and
the recommendations of the CEO with respect to such compensation. Incentive
compensation for such executive officers for 2000 was established by the CEO and
reviewed with the Committee.
LONG-TERM INCENTIVE COMPENSATION PLAN. No awards were made for 2000 under
the Long-Term Incentive Compensation Plan.
STOCK OPTION GRANTS. It has been the Company's practice to grant stock
options every other year, although the Committee may also grant options from
time to time in its discretion, and the Company may change such practice if it
determines a change to be in its best interests. Under the Stock Option Plan,
options may be granted to the CEO and to other executives based on an evaluation
of each individual's ability to influence the Company's long-term growth and
profitability. The Committee also considers a recipient's annual salary. During,
2000, options for 70,000 shares of Common Stock were granted to the CEO and
options for 119,500 shares of Common Stock were granted to other executive
officers.
Compensation and Stock Option
Committee
George G. Daly
Henry Kaufman
Richard G. Merrill
March 22, 2001
The above report of the Compensation and Stock Option Committee shall not
be deemed incorporated by reference by any general statement incorporating by
reference this Proxy Statement into any filing under the Securities Act of 1933
or under the Securities Exchange Act of 1934, except to the extent that the
Company specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
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EXECUTIVE COMPENSATION
The following table sets forth all the cash and non-cash compensation for
each of the last three fiscal years awarded to or earned by the Chairman of the
Board and Chief Executive Officer of the Company and the four other highest paid
executive officers of the Company whose earnings exceeded $100,000 in salary and
bonus. No awards were made under the Long-Term Incentive Compensation Plan since
1997.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
-----------------------------------
OTHER
ANNUAL SECURITIES
COMPEN- UNDERLYING ALL OTHER
SALARY BONUS SATION OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) GRANTED(#) ($)
- --------------------------- ---- --------- ------- ------- ------------ ------------
William R. Berkley........ 2000 1,030,000(1) 2,002,550 245,128(2) 70,000 119,230(3)
Chairman of the Board 1999 920,000(1) -- 279,443(4) -- 97,492
and Chief Executive 1998 880,000(1) 100,000 256,015(5) 60,000 109,058
Officer
James G. Shiel............ 2000 337,500 175,100 -- 13,500 56,024(3)
Senior Vice President -- 1999 320,000 110,000 -- -- 45,860
Investments 1998 290,000 135,000 -- 17,500 44,016
H. Raymond Lankford, Jr.... 2000 300,000 92,600 -- 15,000 22,422(3)
Senior Vice President -- 1999 285,000 60,000 -- -- 18,284
Alternative Markets 1998 272,000 60,000 -- 15,000 20,925
Operations
Eugene G. Ballard......... 2000 315,000 75,000 -- 15,000 20,977(3)
Senior Vice President -- 1999 168,808(6) 50,000 10,000 8,440
Chief Financial Officer
Edward A. Thomas.......... 2000 350,000 -- -- 17,500 24,967(3)
Senior Vice President -- 1999 340,000 76,500 -- -- 22,502
Specialty Operations 1998 325,000 146,250 -- 17,500 28,049
- ------------------------------
(1) This amount includes director fees of $30,000.
(2) Of this amount, $200,000 represents consulting fees paid by Berkley
International, LLC and $45,128 represents personal use of Company and
chartered aircraft.
(3) For Messrs. Berkley, Shiel, Lankford, Ballard and Thomas, these amounts
include contributions to the Profit Sharing Plan of $8,500 each, Benefit
Replacement Plan contributions of $41,500, $8,375, $6,500, $4,750 and
$9,000, respectively, premiums for term life insurance of $1,560, $1,560,
$1,404, $1,474 and $1,560, respectively and interest on deferred
compensation of $60,188, $37,589, $6,018, $6,253 and $5,907, respectively.
For Mr. Berkley, this amount includes $7,482, representing the value of 346
shares of Common Stock awarded to directors.
(4) Of this amount, $200,000 represents consulting fees paid by Berkley
International, LLC and $79,443 represents personal use of Company and
chartered aircraft.
(5) Of this amount, $200,000 represents consulting fees paid by Berkley
International, LLC and $56,015 represents personal use of Company and
chartered aircraft.
(6) Mr. Ballard's employment and term as an officer commenced on June 1, 1999.
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The following table shows for the fiscal year ended December 31, 2000 the
number of stock options granted by the Compensation and Stock Option Committee
to the executive officers named in the Summary Compensation Table.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
----------------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS GRANT DATE
UNDERLYING GRANTED PRESENT
OPTIONS TO EMPLOYEES EXERCISE EXPIRATION VALUE(3)
NAME AND PRINCIPAL POSITION GRANTED(#)(1)(2) IN FISCAL YEAR PRICE($) DATE ($)
- ----------------------------- ---------------- -------------- -------- ---------- ----------
William R. Berkley 70,000 8.0% 15.50 3/16/2010 397,852
Chairman of the Board and
Chief Executive Officer
James G. Shiel 13,500 1.5% 15.50 3/16/2010 76,728
Senior Vice President --
Investments
H. Raymond Lankford, Jr. 15,000 1.7% 15.50 3/16/2010 85,254
Senior Vice President --
Alternative Markets
Operations
Eugene G. Ballard 15,000 1.7% 15.50 3/16/2010 85,254
Senior Vice President --
Chief Financial Officer
Edward A. Thomas 17,500 2.0% 15.50 3/16/2010 99,463
Senior Vice President --
Specialty Operations
- ------------------------------
(1) The Company does not have a Stock Appreciation Rights (SAR) Plan.
(2) These options were granted on March 16, 2000 and become exercisable in
installments with one-fourth exercisable on March 16, 2003, an additional
one-fourth on March 16, 2004, an additional one-fourth on March 16, 2005 and
the remaining one-fourth on March 16, 2006.
(3) This estimate of value was developed solely for the purposes of comparative
disclosure in accordance with the rules and regulations of the Securities
and Exchange Commission and is not intended to predict future prices of the
Common Stock. The estimate was developed using the Black-Scholes option
pricing model incorporating the following assumptions: volatility of 20% and
dividend yield of 1%, both based on the historical averages for the
underlying Common Stock; risk-free rate of return of 6.51% based on a 7.5
year zero coupon rate; and time of exercise of 7.5 years, being the expected
duration of the option.
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The following table shows for the fiscal year ended December 31, 2000 the
number of stock option grants which were exercised during 2000 and the number
and value of unexercised options for the executive officers named in the Summary
Compensation Table.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED IN
UNEXERCISED THE MONEY
OPTIONS AT OPTIONS AT
SHARES FISCAL YEAR-END FISCAL YEAR-END
ACQUIRED 12/31/00(#) 12/31/00($)
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME AND PRINCIPAL POSITION EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
- ------------------------------------ ----------- ----------- --------------- ---------------
William R. Berkley -- -- 90,000/ 1,741,150/
Chairman of the Board and 905,000 12,151,375
Chief Executive Officer
James G. Shiel 3,375 30,531 23,125/ 466,703/
Senior Vice President -- 38,250 517,591
Investments
H. Raymond Lankford, Jr. -- -- 17,001/ 330,143/
Senior Vice President -- 35,000 555,650
Alternative Markets Operations
Eugene G. Ballard -- -- --/ --/
Senior Vice President -- 25,000 693,750
Chief Financial Officer
Edward A. Thomas 3,375 30,848 47,500/ 1,100,136/
Senior Vice President -- 40,000 633,463
Specialty Operations
AGREEMENT WITH FORMER EXECUTIVE OFFICER
On January 24, 2000, the Company entered into an agreement with John D.
Vollaro, who at the time was the Company's President and Chief Operating
Officer, relating to Mr. Vollaro's resignation as an officer of the Company
effective as of March 1, 2000.
The agreement provides for payments to Mr. Vollaro as follows: (i) annual
compensation at the rate of $620,000 per year for the period commencing on March
1, 2000 and terminating on February 28, 2001 and at the rate of $650,000 per
year for the period commencing on March 1, 2001 and terminating on February 28,
2003 and (ii) additional payments of $300,000 on January 1, 2001 and $300,000 on
January 1, 2002, provided that Mr. Vollaro will not be entitled to such payment
on January 1, 2002 if, prior to such date, he has commenced other employment
(which shall include any
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services as an employee, independent contractor, consultant or advisor other
than certain limited consulting services specified in the agreement).
Under the agreement, the Company will provide Mr. Vollaro with (i)
continued medical, term life insurance and long-term disability benefits
equivalent to that (and at the same cost basis to him) provided for other
employees, or will reimburse Mr. Vollaro for the cost of comparable coverage,
for the period from March 1, 2000 until the earlier of March 1, 2003 or the date
on which Mr. Vollaro commences other employment and (ii) a temporary office for
use by Mr. Vollaro until the earlier of January 24, 2001 or the date on which he
commences other employment. The agreement also provides that Mr. Vollaro's
options to purchase shares of Common Stock under the Stock Option Plan will
continue in effect until the earlier of March 1, 2003 or the date on which Mr.
Vollaro commences other employment. In the agreement, Mr. Vollaro agreed that he
will not be entitled to any benefits under the Company's Annual Incentive
Compensation Plan, Long-Term Incentive Compensation Plan or, except for amounts
previously accrued and earnings thereon, Profit Sharing Plan.
In connection with the agreement, Mr. Vollaro executed a general release in
favor of the Company, and the Company released Mr. Vollaro from certain
obligations. The agreement requires Mr. Vollaro to refrain from disclosing any
confidential information of the Company. In addition, Mr. Vollaro may not
solicit, induce or knowingly hire or cause, or recommend to, any entity with
which Mr. Vollaro is affiliated to solicit, induce or hire, or to make such
entity aware of the qualifications of, any key employee employed (or formerly
employed within six months prior to the date of solicitation, inducement or
hiring) by the Company during the period beginning on January 24, 2000 and
ending six months from the date the Company makes the final payment referred to
in item (i) of the second preceding paragraph. The agreement contains certain
provisions in the event these covenants are breached.
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COMPANY STOCK PERFORMANCE GRAPH
The graph below compares the cumulative total return on the Company's
Common Stock for the last five fiscal years with the cumulative total return on
the Standard & Poor's (S&P) 500 Index and a Peer Group over the same period
(assuming the investment of $100 in each category on December 31, 1995 and the
reinvestment of all dividends).
[Cumulative Total Return Performance Graph]
- ----------------------------------------------------------------------------------------------------------------
Dec-95 Dec-96 Dec-97 Dec-98 Dec-99 Dec-00
- ----------------------------------------------------------------------------------------------------------------
W.R. Berkley Corporation $100 $ 95 $125 $ 98 $ 62 $142
S&P 500(R) $100 $123 $164 $211 $255 $232
Peer Group (9 Stocks) $100 $114 $176 $170 $124 $178
The Peer Group includes the following nine companies:
The Chubb Corporation, Cincinnati Financial Corp., Frontier Insurance Group
Inc., HSB Group
Inc. (formerly known as Hartford Steam Boiler Inspection & Insurance
Company)(1),
The Ohio Casualty Corporation, The Progressive Corporation, Reliance Group
Holdings, Inc.,
SAFECO Corporation and The St. Paul Companies, Inc.
- ---------------
(1) For 2000, the total return for the Peer Group includes data for HSB Group
Inc. through November 22, 2000.
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APPOINTMENT OF INDEPENDENT AUDITORS
KPMG LLP ("KPMG") has been appointed by the Board as independent certified
public accountants to audit the financial statements of the Company for the
fiscal year ending December 31, 2001. The appointment of this firm was
recommended to the Board by the Audit Committee. The Board is submitting this
matter to a vote of stockholders in order to ascertain their views. If the
appointment of KPMG is not ratified, the Board will reconsider its action and
will appoint auditors for the 2001 fiscal year without further stockholder
action. Further, even if the appointment is ratified by stockholder action, the
Board may at any time in the future in its discretion reconsider the appointment
without submitting the matter to a vote of stockholders.
It is expected that representatives of KPMG will attend the Annual Meeting,
will have the opportunity to make a statement if they desire to do so and will
be available to respond to appropriate stockholder questions.
AUDIT FEES
The aggregate amount of the fees billed or expected to be billed by KPMG
for its audit of the Company's consolidated financial statements for 2000 and
for its reviews of the Company's unaudited interim financial statements included
in reports filed by the Company during 2000 under the Securities Exchange Act of
1934 was $1,450,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION
During 2000, the Company did not pay any fees to KPMG for financial
information systems design and implementation services.
ALL OTHER FEES
The aggregate amount of fees billed by KPMG for all other services rendered
by KPMG to the Company during 2000 was $285,000. These fees were primarily
attributable to statutory audit and tax services.
The Audit Committee of the Board of Directors considered the compatibility
of the non-audit services provided to the Company, and referred to in the two
preceding paragraphs, by KPMG in 2000 on the independence of KPMG from the
Company in evaluating whether to appoint KPMG to perform the audit of the
Company's financial statements for the year ending December 31, 2001.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF KPMG.
OTHER MATTERS TO COME BEFORE THE MEETING
Management is not aware of any matters to come before the Annual Meeting
other than as set forth above. However, since matters of which management is not
now aware may come before the Annual Meeting or any adjournment thereof, the
proxies intend to vote, act and consent in accordance with their best judgment
with respect thereto. Upon receipt of such proxies (in the form enclosed and
properly signed) in time for voting, the shares represented thereby will be
voted as indicated thereon and in this Proxy Statement.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on its review of the copies of Forms 3, 4 and 5 received by
it, or written representations from certain reporting persons that no Forms 5
were required for such persons, the Company believes that all filing
requirements under Section 16(a) of the Exchange Act applicable to its officers,
directors and ten-percent stockholders were complied with during the fiscal year
ended December 31, 2000, except that Joseph M. Pennachio, a Vice President of
the Company, did not file a timely Form 4 with respect to the exercise of a
stock option for 675 shares of Common Stock and the subsequent sale of such
Common Stock and Scott A. Siegel, a Vice President of the Company, did not file
a timely Form 4 with respect to the exercise of a stock option for 500 shares of
Common Stock.
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STOCKHOLDER NOMINATIONS FOR BOARD MEMBERSHIP
AND OTHER PROPOSALS FOR 2001 ANNUAL MEETING
It is anticipated that the next Annual Meeting of Stockholders after the
one scheduled for May 15, 2001 will be held on or about May 14, 2002. The
Company's By-Laws require that, for nominations of directors or other business
to be properly brought before an Annual Meeting of Stockholders, written notice
of such nomination or proposal for other business must be furnished to the
Company. Such notice must contain certain information concerning the nominating
or proposing stockholder and information concerning the nominee and must be
furnished by the stockholder (who must be entitled to vote at the meeting) to
the Secretary of the Company, in the case of the Annual Meeting of Stockholders
to be held in 2002 no earlier than February 14, 2002 and no later than March 16,
2002. A copy of the applicable provisions of the By-Laws may be obtained by any
stockholder, without charge, upon written request to the Secretary of the
Company at the address set forth below.
Since the Company did not receive timely notice of any stockholder proposal
for the 2001 Annual Meeting, it will have discretionary authority to vote on any
stockholder proposals presented at such meeting.
In addition to the foregoing, and in accordance with the rules of the
Securities and Exchange Commission, in order for a stockholder proposal,
relating to a proper subject, to be considered for inclusion in the Company's
proxy statement and form of proxy relating to the Annual Meeting of Stockholders
to be held in 2002, such proposal must be received by the Secretary of the
Company by December 5, 2001 in the form required under and subject to the other
requirements of the applicable rules of the Securities and Exchange Commission.
Any such proposal should be submitted by certified mail, return receipt
requested, or other means, including electronic means, that allow the
stockholder to prove the date of delivery.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2000 IS AVAILABLE WITHOUT CHARGE TO ANY STOCKHOLDER OF THE
COMPANY WHO REQUESTS A COPY IN WRITING. REQUESTS FOR COPIES OF THIS REPORT
SHOULD BE DIRECTED TO THE SECRETARY, W. R. BERKLEY CORPORATION, 165 MASON
STREET, P.O. BOX 2518, GREENWICH, CONNECTICUT 06836-2518.
By Order of the Board of Directors,
WILLIAM R. BERKLEY
Chairman of the Board and
Chief Executive Officer
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ANNEX A
W. R. BERKLEY CORPORATION
AUDIT COMMITTEE CHARTER
ORGANIZATION
There shall be an Audit Committee of the Board of Directors composed of
directors a majority of whom are independent of the management and are free of
any relationship that, in the opinion of the Board, would interfere with their
exercise of independent judgment. Members of the Audit Committee shall also meet
such requirements as are established for them pursuant to law or the rules of
the Securities and Exchange Commission, the National Association of Securities
Dealers, Inc. or any other applicable regulatory authority or securities
exchange or trading system. The Audit Committee shall elect a chairperson from
its own membership.
STATEMENT OF POLICY
The Audit Committee shall assist the Board in fulfilling its responsibility
relating to the Corporation's accounting and reporting practices and the quality
and integrity of its financial reports. The Audit Committee shall endeavor to
maintain free and open communication between the Board, the independent
auditors, the internal auditors and the financial management. The Audit
Committee shall endeavor to ensure the auditors' ultimate accountability to the
Board and the Audit Committee, as representatives of the stockholders.
RESPONSIBILITIES
The Audit Committee's policies and procedures should remain flexible, in
order to best react to changing conditions and to help ensure that the
Corporation's accounting, reporting and internal control practices accord with
all requirements and are of the highest quality:
In carrying out its responsibilities, the Audit Committee shall:
- Meet at least four times a year, or more often if circumstances so
require.
- Review and recommend to the Board the independent auditors to be selected
to audit the financial statements (or, where appropriate, the replacement
of such auditors).
- Meet with the independent auditors and the financial management to review
the scope of the audit proposed for the current year and the audit
procedures to be utilized, and at its conclusion review the audit,
including the comments or recommendations of the independent auditors.
- Review with the independent auditors, the internal auditors and the
financial and accounting personnel the adequacy of material accounting
and financial controls and elicit any recommendations for improvement or
particular areas where augmented controls are desirable. Particular
emphasis should be given to the adequacy of such internal controls to
expose any activity that might be unethical or otherwise improper.
- Review the internal audit function, including the independence and
authority of its reporting obligations, the audit plans proposed for the
coming year and the coordination of such plans with the work of the
independent auditors.
A-1
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- Receive before each meeting a summary of findings from completed internal
audits, and a progress report on the proposed internal audit plan, with
explanations for any deviations from the original plan.
- Review the financial statements contained in the annual report with
management and the independent auditors to determine that the independent
auditors are satisfied with the disclosure and content of the financial
statements. Any year-to-year changes in accounting principles or
practices should be reviewed.
- Review matters relevant to the independence of the independent auditors;
receive from the independent auditors written statements delineating all
relationships between the auditors and the Corporation, consistent with
Independence Standards Board Standard 1; engage in dialogues with the
auditors with respect to any disclosed relationships or services that may
impact the objectivity and independence of the auditors; and take, or
recommend that the Board take, appropriate action to ensure the
independence of the auditors.
- Provide sufficient opportunity at each meeting for the internal and
independent auditors to meet with the committee without management
present. Among the items to be discussed in such meetings are the
independent auditors' evaluation of the financial, accounting and
auditing personnel and their cooperation during the audit.
- Review accounting and financial personnel.
- Submit the minutes of its meetings to, or discuss the matters discussed
at each committee meeting with, the Board.
- Investigate any matter brought to its attention within the scope of its
duties, with the power to retain professional advice for this purpose if,
in its judgment, that is appropriate.
ADOPTED: NOVEMBER 9, 1999
A-2
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PROXY
W.R. BERKLEY CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of W.R. BERKLEY CORPORATION hereby appoints IRA
S. LEDERMAN and EDWARD A. THOMAS, and either of them, the true and lawful agents
and proxies of the undersigned, with full power of substitution to each of them,
to vote all shares of Common Stock which the undersigned may be entitled to vote
at the Annual Meeting of Stockholders to be held at the Hyatt Regency, 1800 E.
Putnam Ave, Old Greenwich, Connecticut on May 15, 2001, and at any adjournment
of such meeting.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
--FOLD AND DETACH HERE--
26
Please mark your votes as indicated in this example [X]
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
FOR WITHHOLD
all nominees listed AUTHORITY
(except as marked to the to vote for all
contrary on the left) nominees listed
1. ELECTION OF DIRECTORS: [ ] [ ]
William R. Berkley, Jr.,
Ronald E. Blaylock and
Mark E. Brockbank
INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below
_______________________________________________
FOR AGAINST ABSTAIN
2. To ratify the appointment of KPMG LLP as independent [ ] [ ] [ ]
certified public accountants for the company for the
fiscal year ending December 31, 2001.
3. In their discretion, the proxies are authorized to
vote upon such other matters as may properly come
before the meeting.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement for the 2001 Annual Meeting and the Annual Report for the
fiscal year ended December 31, 2000.
DATE, VOTE, SIGN AND MAIL PROMPTLY IN THE ENCLOSED ENVELOPE.
Signature(s) __________________________________________ Dated: __________, 2001
Please sign your name or names exactly as printed opposite. When signing as
attorney, executor, administrator, trustee, guardian or corporate officer,
please give your full title as such. Joint owners should each sign. DATE, VOTE,
SIGN AND MAIL PROMPTLY IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
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