8-K 1 0001.txt CURRENT REPORT ON FORM 8-K As filed with the Securities and Exchange Commission on April 5, 2001 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): April 4, 2001 W. R. BERKLEY CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-7849 22-1867895 --------------- ---------------- ------------------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 165 Mason Street, P.O. Box 2518, Greenwich, CT 06836-2518 ---------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 629-3000 -------------- Not Applicable (Former name or former address, if changed since last report) Item 5. Other Events Reference is hereby made to the Registration Statement on Form S-3 (File No. 333-57546) (the "Registration Statement") filed by W. R. Berkley Corporation (the "Company"), W. R. Berkley Capital Trust II ("Trust II") and W. R. Berkley Capital Trust III ("Trust III" and, together with the Company and Trust II, the "Registrants") with the Securities and Exchange Commission on March 23, 2001, relating to the registration of $500,000,000 aggregate amount of securities for sale by the Registrants in accordance with the provisions of the Securities Act of 1933, as amended. The Company is filing this Current Report on Form 8-K to file the opinions of Prickett, Jones & Elliott, special Delaware counsel to the Registrants, concerning the legality of the preferred securities that may be issued by Trust II and Trust III. These opinions are incorporated by reference as Exhibits 5.2 and 5.3, respectively, to the Registration Statement. ITEM 7. Exhibits 5.2 Opinion of Prickett, Jones & Elliott with respect to W. R. Berkley Capital Trust II. 5.3 Opinion of Prickett, Jones & Elliott with respect to W. R. Berkley Capital Trust III. 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 ------------------------------ Name: Eugene G. Ballard Title: Senior Vice President, Chief Financial Officer and Treasurer Date: April 5, 2001 EXHIBIT INDEX Exhibit: -------- 5.2 Opinion of Prickett, Jones & Elliott with respect to W. R. Berkley Capital Trust II. 5.3 Opinion of Prickett, Jones & Elliott with respect to W. R. Berkley Capital Trust III.