AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 20, 2004
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): August 19, 2004
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
Certain exhibits are filed herewith in connection with the Prospectus
Supplement dated August 19, 2004 to the Prospectus dated December 23, 2003,
filed as part of the Registration Statement on Form S-3 (Registration No.
333-109621; declared effective on December 23, 2003) filed by W. R. Berkley
Corporation (the "Company") with the Securities and Exchange Commission covering
Debt Securities issuable under an Indenture relating to Senior Debt Securities,
dated as of February 14, 2003, between the Company and The Bank of New York, as
trustee (the "Trustee").
On August 19, 2004, the Company executed an Underwriting Agreement (the
"Underwriting Agreement") with Morgan Stanley & Co. Incorporated and Deutsche
Bank Securities Inc. Pursuant to the Underwriting Agreement, the Company is
issuing $150,000,000 principal amount of its 6.150% Senior Notes due 2019 (the
"Securities") under the Indenture, as amended by a Third Supplemental Indenture,
to be dated as of August 24, 2004 (the "Third Supplemental Indenture"). The
Underwriting Agreement, the form of the Indenture and the Third Supplemental
Indenture, an opinion of Willkie Farr & Gallagher LLP, counsel to the Company,
and the Computation of Earnings to Fixed Charges Ratio are filed as exhibits
hereto and are incorporated herein by reference. The form of the Securities is
included as Exhibit A to the form of the Third Supplemental Indenture.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired:
None.
(b) Pro forma financial information:
None.
(c) Exhibits:
1 Underwriting Agreement, dated as of August 19, 2004,
between the Company and Morgan Stanley & Co. Incorporated
and Deutsche Bank Securities Inc.
4.1 Form of Indenture between the Company and the Trustee*
4.2 Form of Third Supplemental Indenture between the Company
and the Trustee, including form of the securities as
Exhibit A
5.1 Opinion of Willkie Farr & Gallagher LLP regarding the
legality of the securities
12 Computation of Earnings to Fixed Charges Ratio
23.1 Consent of Willkie Farr & Gallagher LLP (included in
Exhibit 5.1 hereto)
* Incorporated by reference from Exhibit 4.1 to the Company's Current Report
on Form 8-K, dated February 11, 2003.
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
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Name: Ira. S. Lederman
Title: Senior Vice President,
General Counsel and Secretary
Date: August 20, 2004
EXHIBIT INDEX
Exhibit:
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1 Underwriting Agreement, dated as of August 19, 2004, between the
Company and Morgan Stanley & Co. Incorporated and Deutsche Bank
Securities Inc.
4.1 Form of Indenture between the Company and the Trustee*
4.2 Form of Third Supplemental Indenture between the Company and the
Trustee, including form of the securities as Exhibit A
5.1 Opinion of Willkie Farr & Gallagher LLP regarding the legality of the
securities
12 Computation of Earnings to Fixed Charges Ratio
23.1 Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1
hereto)
* Incorporated by reference from Exhibit 4.1 to the Company's Current Report
on Form 8-K, dated February 11, 2003.