8-K 1 wr1166242b.txt CURRENT REPORT ON FORM 8-K As filed with the Securities and Exchange Commission on February 13, 2003 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): February 11, 2003 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) 475 Steamboat Road, Greenwich, CT 06830 -------------------------------------------------- (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 Certain exhibits are filed herewith in connection with the Prospectus Supplement dated February 11, 2003 to the Prospectus dated June 7, 2002, filed as part of the Registration Statement on Form S-3 (Registration No. 333-88920; declared effective on June 7, 2002) 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, to be dated as of February 14, 2003, between the Company and The Bank of New York, as trustee (the "Trustee"). On February 11, 2003, the Company executed an Underwriting Agreement (the "Underwriting Agreement") with Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated. Pursuant to the Underwriting Agreement, the Company is issuing $200,000,000 principal amount of its 5.875% Senior Notes due 2013 (the "Securities") under the Indenture, as amended by a First Supplemental Indenture, to be dated as of February 14, 2003 (the "First Supplemental Indenture"). The Underwriting Agreement, the form of the Indenture and the First Supplemental Indenture, an opinion of Willkie Farr and Gallagher, 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 First 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 February 11, 2003, between the Company and Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated 4.1 Form of Indenture between the Company and the Trustee 4.2 Form of First Supplemental Indenture between the Company and the Trustee, including form of the securities as Exhibit A 5.1 Opinion of Willkie Farr & Gallagher regarding the legality of the securities 12 Computation of Earnings to Fixed Charges Ratio 23.1 Consent of Willkie Farr & Gallagher (included in Exhibit 5.1 hereto) 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: February 13, 2003 EXHIBIT INDEX Exhibit: -------- 1 Underwriting Agreement, dated as of February 11, 2003, between the Company and Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated 4.1 Form of Indenture between the Company and the Trustee 4.2 Form of First Supplemental Indenture between the Company and the Trustee, including form of the securities as Exhibit A 5.1 Opinion of Willkie Farr & Gallagher regarding the legality of the securities 12 Computation of Earnings to Fixed Charges Ratio 23.1 Consent of Willkie Farr & Gallagher (included in Exhibit 5.1 hereto)