SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) July 6, 1999
ZENITH NATIONAL INSURANCE CORP.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9627 95-2702776
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
21255 Califa Street, Woodland Hills, CA 91367-5021
(Address of Principal Executive Offices) (Zip Code)
Registrant Telephone number, including area code (818) 713-1000
____________________________________________________________________________
(Former Name of Former Address, if Changed Since Last Report)
Item 5. Other Events.
Acquisition of Registrant Common Stock by Fairfax Financial Holdings Limited
Pursuant to a Stock Purchase Agreement, dated June 25, 1999 (the
"Stock Purchase Agreement"), between Fairfax Financial Holdings Limited, a
Canada corporation ("Fairfax"), and Reliance Insurance Company
("Reliance"), Fairfax has agreed to purchase the 6,574,445 shares of the
common stock of the Registrant ("Registrant Common Stock") owned by
Reliance and its affiliates (the "Transaction"). In its Statement on
Schedule 13D, filed with the Securities and Exchange Commission on July 6,
1999, Fairfax reported that consummation of the Transaction is expected to
occur by the autumn of 1999 and is subject to various closing conditions,
including the receipt of applicable insurance and other regulatory
approvals. Reliance has covenanted that, effective on consummation of the
Transaction, it will arrange for the resignation from the Registrant's
Board of Directors of each of Messrs. Saul P. Steinberg, Robert M.
Steinberg and George E. Bello.
In connection with the Transaction, the Registrant and Fairfax have
entered into a Standstill Agreement, dated as of June 30, 1999 (the
"Standstill Agreement"), pursuant to which Fairfax has agreed, subject to
the terms and conditions of the Standstill Agreement, that, without the the
prior written consent of the Board of Directors of the Registrant
specifically expressed in a resolution adopted by a majority of the
directors of the Registrant who are not affiliates of, and are neither
officers, directors nor employees of, Fairfax or any corporation or other
entity controlled by or affiliated with Fairfax (collectively, the
"Purchaser Group"), the Purchaser Group will not in any manner, directly or
indirectly, or in connection with any other person or entity, (a) effect or
seek, offer, encourage or propose (whether publicly or otherwise) to effect
or participate in, (i) any acquisition of any securities (or beneficial
ownership thereof) or assets of the Registrant, except by way of stock
dividends or other distributions or offerings made available to holders of
Registrant securities generally, (ii) any tender or exchange offer, merger
or other business combination involving the Registrant, except to the
extent that the Purchaser is selling Registrant Common Stock owned on the
date of the Standstill Agreement or acquired pursuant to the Transaction or
by way of stock dividends or other distributions or offerings made
available to holders of Registrant securities generally, (iii) any
recapitalization, restructuring, liquidation, dissolution or other
extraordinary transaction with respect to the Registrant, or (iv) any
"solicitation" of "proxies" (as such terms are defined in Rule 14a-1 under
the Exchange Act) or consents to vote any securities of the Registrant, (b)
form, join or in any way participate in a "group" (as such term is used in
Section 13(d)(3) of the Exchange Act) (except insofar as the Purchaser
Group acts to consummate the Transaction), or otherwise act, alone or with
others, to seek to acquire or affect control or influence the management,
Board of Directors or policies of the Registrant, (c) enter into any
arrangements with any third party regarding any of the foregoing, or (d)
take any action which would force the Registrant to make a public
announcement regarding the types of matters set forth in clause (a) above.
The Purchaser Group also has agreed not to ask, subject to a limited
exception, the Registrant (or its directors, officers, employees, or
agents) directly or indirectly, to amend, waive or terminate any of the
foregoing provisions of the Standstill Agreement. The above covenants and
agreements of the Purchaser Group shall survive until the earlier of (i)
the fifth anniversary of the consummation of the Transaction, and (ii) the
date on which Stanley R. Zax is no longer the full-time Chairman of the
Board and President of the Registrant.
In the Standstill Agreement, the Registrant covenants that it will
use its commercially reasonable efforts to cooperate in seeking all
necessary approvals of the Transaction as shall be required (i) under
applicable insurance law and with the appropriate insurance commission(s)
and (ii) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
In a letter, dated July 8, 1999, Fairfax acknowledged that its
covenants and agreements in the Standstill Agreement are in full force and
effect.
Settlement Agreement Between Zenith Insurance Company and RISCORP, Inc.
Zenith Insurance Company, a California corporation and a
wholly-owned subsidiary of the Registrant ("Zenith Insurance") and RISCORP,
Inc., a Florida corporation and certain of its affiliates (collectively,
"RISCORP"), have entered into a Settlement Agreement, dated as of July 7,
1999 (the "Settlement Agreement"), providing for the resolution of certain
claims arising out of the acquisition by Zenith Insurance of substantially
all of the assets of RISCORP, subject to certain of its liabilities,
pursuant to an Asset Purchase Agreement, dated as of June 17, 1997, as
subsequently amended (the "Asset Purchase Agreement"), between Zenith
Insurance and RISCORP.
Pursuant to the Settlement Agreement, Zenith Insurance and RISCORP
(i) will dismiss litigation pending between them in the United States
District Courts for the Middle District of Florida, Tampa Division, and the
Southern District of New York and, except as provided in the next sentence,
agree not to pursue any further litigation or arbitration against the
other; (ii) agree that any future claims for indemnification by either
Zenith Insurance or RISCORP will be submitted to binding arbitration; and
(iii) agree to the allocation of amounts currently held in an escrow
account established pursuant to the Asset Purchase Agreement with the
payment to Zenith Insurance of $6 million, and of any refunds to RISCORP
from the Florida Department of Labor and Employment Security, Division of
Workers' Compensation. Zenith Insurance and RISCORP also agree on the
procedures to be followed in resolving RISCORP's claim that it is entitled
to an additional $5.9 million under the Asset Purchase Agreement as a
result of an error in calculation made by the Neutral Auditor pursuant
to the Asset Purchase Agreement, regarding the proper treatment of certain
reinsurance treaties, and reserve the right to litigate the issue if the
Neutral Auditor is unable to resolve the issue to the satisfaction of the
parties.
Dividend from Zenith Insurance to the Registrant
On July 6, 1999, Zenith Insurance paid to the Registrant a dividend
of $100 million, the net profit after tax received by Zenith Insurance from
the sale of its wholly owned subsidiary, CalFarm Insurance Company. Subject
to working capital needs, the Registrant currently intends to add such funds
to, and invest them as part of, its investment portfolio.
The Registrant has been informed by A.M. Best Company ("Best") that
the payment of the dividend will result in a downgrade of Best's ratings of
the Registrant's insurance company affiliates, from A+ to A.
NOTE ON FORWARD-LOOKING INFORMATION
This report contains statements that constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. The words "believe," "estimate," "expect," "intend,"
"anticipate," and similar expressions and variations thereof identify
certain of such forward-looking statements, which speak only as of the
dates on which they were made. Registrant undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a
result of new information, future, events, or otherwise. Readers are
cautioned that any such forward-looking statements are not guarantees of
future performance and involve risks and uncertainties, and that actual
results may differ materially from those indicated in the forward-looking
statements as a result of various factors. Readers are cautioned not to
place undue reliance on these forward-looking statements, which are subject
to a number of risks and uncertainties that could cause actual results to
differ materially from those projected.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
ZENITH NATIONAL INSURANCE CORP.
Dated: July 9, 1999 By: /s/ Fredricka Taubitz
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Name: Fredricka Taubitz
Title: Executive Vice President
& Chief Financial Officer