-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NOFbSOlX9xo5x59uU7znxCnjK7/mUv57KgGEchMuPKnp9iMRQHyYFJ6RK/c3lVJM Qe6B/bF8nhloqyWGGzcczA== 0000899140-96-000003.txt : 19960111 0000899140-96-000003.hdr.sgml : 19960111 ACCESSION NUMBER: 0000899140-96-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951228 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960105 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERKLEY W R CORP CENTRAL INDEX KEY: 0000011544 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 221867895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07849 FILM NUMBER: 96501463 BUSINESS ADDRESS: STREET 1: 165 MASON ST STREET 2: P O BOX 2518 CITY: GREENWICH STATE: CT ZIP: 06836-2518 BUSINESS PHONE: 2036293000 MAIL ADDRESS: STREET 1: 165 MASON ST STREET 2: PO BOX 2518 CITY: GREENWICH STATE: CT ZIP: 06836-2518 8-K 1 FORM 8-K 1 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 28, 1995 W.R. BERKLEY CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-7849 22-1867895 (State of incorporation or (Commission (I.R.S. Employer organization) File No.) Identification No.) 165 Mason Street, P.O. Box 2518 Greenwich, Connecticut 06836-2518 (Address of principal executive offices) Zip Code Registrant's telephone number, including area code: 203-629-3000 Page 1 of 8 pages Exhibit Index appears on page 4 2 Item 5. OTHER EVENTS. On December 28, 1995, the Registrant increased its ownership of Signet Star Holdings, Inc. ("Signet Star Holdings") to 100% from 60% by completing the previously announced purchase of all of the capital stock of Signet Star Holdings owned by General Re Corporation ("General Re"). The Registrant effected the purchase by issuing to General Re approximately 450,000 shares of Series B Cumulative Redeemable Preferred Stock of the Registrant having an aggregate liquidation preference of $68,800,000. The Registrant also guaranteed a senior subordinated promissory note of Signet Star Holdings in the principal amount of $35,793,085, which matures July 1, 2003 and bears interest at the rate of 6.5%. The note was issued by Signet Star Holdings to General Re in exchange for the convertible note of the same principal amount previously issued to General Re. Effective January 2, 1996, the Board of Directors of the Registrant elected John D. Vollaro as President and Chief Operating Officer. Mr. Vollaro, 51, is currently a Director of the Registrant and President and a Director of Signet Star Holdings. Mr. Vollaro previously held various positions as an officer of the Registrant from 1974 until 1993. At the time he became President of Signet Star Holdings, he was Executive Vice President, Chief Financial Officer and Treasurer of the Registrant. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. The following Exhibits are filed as part of this report. Exhibit 1. Press release issued by Registrant on January 2, 1996. Exhibit 2. Press release issued by Registrant on January 3, 1996. 3 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 (Registrant) Dated: January 4, 1996 By: /s/ Robert S. Gorin Name: Robert S. Gorin Title: Senior Vice President, General Counsel and Secretary 4 EXHIBIT INDEX EXHIBIT 1 Press Release issued by Registrant on January 2, 1996 2 Press Release issued by Registrant on January 3, 1996 EX-99 2 EXHIBIT 1 5 EXHIBIT 1 W.R. BERKLEY CORPORATION 165 Mason Street, P.O. Box 2518 NEWS Greenwich, Connecticut 06836-2518 RELEASE (203) 629-3000 FOR IMMEDIATE RELEASE CONTACT: Anthony J. Del Tufo Senior Vice President (203) 629-3030 Greenwich, Connecticut January 2, 1996 W.R. BERKLEY CORPORATION ACQUIRES 100% OWNERSHIP OF SIGNET STAR HOLDINGS, INC. W.R. Berkley Corporation (NASDAQ: BKLY) announced that on December 28, 1995 it increased its ownership of Signet Star Holdings, Inc. ("Signet Star Holdings") to 100% from 60% by completing the previously announced purchase of all of the capital stock of Signet Star Holdings owned by General Re Corporation ("General Re"). Signet Star Holdings, through its wholly owned subsidiary, Signet Star Reinsurance Company, is a leading broker market reinsurer with over $240 million in statutory surplus and more than $200 million of net premiums written. W.R. Berkley Corporation ("WRBC") effected the purchase by issuing to General Re approximately 450,000 shares of Series B Cumulative Redeemable Preferred Stock of WRBC having an aggregate liquidation preference of $68,800,000. WRBC also guaranteed a senior subordinated promissory note of Signet Star Holdings in more . . . . . . . . . . . 6 W.R. BERKLEY CORPORATION NEWS RELEASE PAGE 2 the principal amount of $35,793,085, which matures July 1, 2003 and bears interest at the rate of 6.5%. The note was issued by Signet Star Holdings to General Re in exchange for the convertible note of the same principal amount previously issued to General Re. William R. Berkley, Chairman and CEO of WRBC, stated "The acquisition of 100% of Signet Star Holdings continues our strategy of expanding our presence in the broker reinsurance market. This transaction demonstrates our commitment to maintaining Signet Star's status as a leading source of stable reinsurance capacity and innovative reinsurance products." W.R. Berkley Corporation is an insurance holding company which, through its subsidiaries, operates in four segments of the insurance business: regional property casualty insurance; reinsurance; specialty lines of insurance; and insurance services operations (which provide services to alternative insurance market mechanisms). EX-99 3 EXHIBIT 2 7 EXHIBIT 2 W.R. BERKLEY CORPORATION 165 Mason Street, P.O. Box 2518 NEWS Greenwich, Connecticut 06836-2518 RELEASE (203) 629-3000 FOR IMMEDIATE RELEASE CONTACT: William R. Berkley Chairman of the Board and Chief Executive Officer Greenwich, Connecticut January 3, 1996 W.R. BERKLEY CORPORATION ELECTS JOHN D. VOLLARO PRESIDENT AND CHIEF OPERATING OFFICER W.R. Berkley Corporation (NASDAQ: BKLY) announced today that the Board of Directors has elected John D. Vollaro President and Chief Operating Officer effective January 2, 1996. Mr. Vollaro, 51, is currently a Director of W.R. Berkley Corporation (Berkley) and President and a Director of Signet Star Holdings, Inc., a Berkley subsidiary. Mr. Vollaro previously held various positions as an officer of Berkley from 1974 until 1993. At the time he became President of Signet Star, he was Executive Vice President, Chief Financial Officer and Treasurer of Berkley. Mr. Vollaro, a certified public accountant, received a Bachelor of Science degree from Long Island University in 1966, and is a member of the American Institute of Certified Public Accountants. more . . . . . . 8 W.R. BERKLEY CORPORATION NEWS RELEASE PAGE 2 Chairman William R. Berkley stated, "As a result of our acquisition of the minority interest in Signet Star Holdings and the realignment of the management of Signet Star, John will be able to devote a preponderance of his time to the affairs of W.R. Berkley Corporation. We are very pleased to welcome John back as our President and Chief Operating Officer." W.R. Berkley Corporation is a holding company which, through its subsidiaries, operates in four segments of the insurance business: regional property casualty insurance; reinsurance; specialty lines of insurance; and insurance services operations (which provide services to alternative insurance market mechanisms). -----END PRIVACY-ENHANCED MESSAGE-----