-----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, IBTdKMOUKAaVqsQleYr0wnMhzRCHwHKoXrJMMI7ByI4aZxtNSPlV9rExPZzN/+bX Ucydq5XtixxslC65wSBc8Q== 0000899140-07-001951.txt : 20071214 0000899140-07-001951.hdr.sgml : 20071214 20071214130431 ACCESSION NUMBER: 0000899140-07-001951 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071214 ITEM INFORMATION: Other Events FILED AS OF DATE: 20071214 DATE AS OF CHANGE: 20071214 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: 071306681 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 w891355.txt As filed with the Securities and Exchange Commission on December 14, 2007 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 14, 2007 W. R. BERKLEY CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-15202 22-1867895 -------- ------- ---------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 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 8.01 Other Events On December 14, 2007, Kiln Ltd ("Kiln") announced that the boards of Tokio Marine & Nichido Fire Insurance Co., Ltd. ("TMNF") and Kiln have reached agreement on the terms of a recommended cash acquisition of Kiln by TMNF at an acquisition price of 150 pence per share (the "Acquisition"). The Acquisition is subject to certain conditions, including the approval of Kiln's shareholders of an amalgamation and regulatory approvals. W. R. Berkley Corporation (the "Company") owns 58,567,117 shares of Kiln, representing approximately 20.06% of Kiln's issued share capital. The Company has given an irrevocable undertaking to TMNF to vote to approve the Acquisition, and such irrevocable undertaking, subject to certain conditions, will remain binding even if a higher competing offer is made for Kiln. The carrying value of the Company's investment in Kiln was $109 million at September 30, 2007. The total value of the Company's investment in Kiln at the acquisition price of 150 pence per share is approximately $178 million at current exchange rates. 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: December 14, 2007 -----END PRIVACY-ENHANCED MESSAGE-----