-----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, VS33iUP63HH+u1ECMqOs30yBETTN/asrJQlXAWwCapwLRhv8yCFPEHCce/NMZgI4 ZqfclAeZLO685K1vraFA8Q== 0000899140-06-000423.txt : 20060307 0000899140-06-000423.hdr.sgml : 20060307 20060307143037 ACCESSION NUMBER: 0000899140-06-000423 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060307 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060307 DATE AS OF CHANGE: 20060307 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: 001-15202 FILM NUMBER: 06669718 BUSINESS ADDRESS: STREET 1: 475 STEAMBOAT ROAD STREET 2: . CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036293000 MAIL ADDRESS: STREET 1: 475 STEAMBOAT ROAD STREET 2: . CITY: GREENWICH STATE: CT ZIP: 06830 8-K 1 x891355a.txt CURRENT REPORT As filed with the Securities and Exchange Commission on March 7, 2006 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): March 7, 2006 W. R. BERKLEY CORPORATION ------------------------- (Exact name of registrant as specified in its charter) Delaware 1-15202 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Reference is made to the press release of W. R. Berkley Corporation (the "Company") relating to the announcement of the March 7, 2006 appointment of Mary C. Farrell to its board of directors, restoring the number of board members to ten and increasing the number of independent directors to eight. Ms. Farrell has been named to the Company's Nominating and Corporate Governance Committee. The press release was issued on March 7, 2006. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference. Item 8.01. Other Events. Reference is made to the press release of the Company relating to the announcement of a 3-for-2 common stock split to be paid in the form of a stock dividend on April 4, 2006 to holders of record on March 20, 2006, as well as the payment of a regular quarterly cash dividend (on a pre-split basis) in the amount of $.06 per share on April 4, 2006 to holders of record on March 20, 2006. The press release was issued on March 7, 2006. A copy of the press release is attached to this Form 8-K as Exhibit 99.2 and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release, dated March 7, 2006 99.2 Press Release, dated March 7, 2006 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: March 7, 2006 EXHIBIT INDEX Exhibit: - -------- 99.1 Press Release dated March 7, 2006 99.2 Press Release, dated March 7, 2006 EX-99.1 2 x891355b.txt PRESS RELEASE DATED MARCH 7, 2006 EXHIBIT 99.1 - ---------------------------- W. R. Berkley Corporation NEWS 475 Steamboat Road RELEASE Greenwich, Connecticut 06830 (203) 629-3000 - ---------------------------- FOR IMMEDIATE RELEASE CONTACT: Eugene G. Ballard Chief Financial Officer 203-629-3000 W. R. BERKLEY CORPORATION APPOINTS MARY C. FARRELL AS A DIRECTOR Greenwich, CT, March 7, 2006 -- W. R. Berkley Corporation (NYSE: BER) today announced the appointment of Mary C. Farrell to its Board of Directors, restoring the number of board members to ten and increasing the number of independent directors to eight. Ms. Farrell, a consultant to the financial services industry since 2005, retired in July 2005 from UBS, where she served as a Managing Director, Chief Investment Strategist for UBS Wealth Management USA and Co-Head of UBS Wealth Management Investment Strategy & Research Group. Founded in 1967, W. R. Berkley Corporation is an insurance holding company that is among the largest commercial lines writers in the United States and operates in five segments of the property casualty insurance business: specialty insurance, regional property casualty insurance, alternative markets, reinsurance, and international. EX-99.2 3 x891355c.txt PRESS RELEASE, DATED MARCH 7, 2006 EXHIBIT 99.2 - ---------------------------- W. R. Berkley Corporation NEWS 475 Steamboat Road RELEASE Greenwich, Connecticut 06830 (203) 629-3000 - ---------------------------- FOR IMMEDIATE RELEASE CONTACT: Eugene G. Ballard Chief Financial Officer 203-629-3000 W. R. BERKLEY CORPORATION ANNOUNCES 3-FOR-2 STOCK SPLIT AND INCREASES REGULAR QUARTERLY DIVIDEND 20% Greenwich, CT, March 7, 2006 -- W. R. Berkley Corporation (NYSE: BER) today announced that its Board of Directors has approved a 3-for-2 common stock split to be paid in the form of a stock dividend to holders of record on March 20, 2006. The additional shares are expected to be issued on April 4, 2006 (immediately subsequent to the payment of the regular quarterly cash dividend referred to below). The Board of Directors also declared a regular quarterly cash dividend on the company's pre-split common stock of six cents per share, also to be paid on April 4, 2006 to stockholders of record at the close of business on March 20, 2006. The cash dividend has been increased to an annual rate of 24 cents per share (pre-split), representing an increase of 20% from the prior year's rate. At March 1, 2006, W. R. Berkley Corporation had 128,010,395 shares of common stock outstanding. Founded in 1967, W. R. Berkley Corporation is an insurance holding company that is among the largest commercial lines writers in the United States and operates in five segments of the property casualty insurance business: specialty insurance, regional property casualty insurance, alternative markets, reinsurance, and international. # # # -----END PRIVACY-ENHANCED MESSAGE-----