-----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, PrPKZrK6Y3lLf3YTZ8caJscdDwc6vpkSQypOb0sh/DZMmjDQD18lzChBsytS79II cjGxAY1ehLqJMVyZzMG+Lg== /in/edgar/work/20000804/0000914039-00-000336/0000914039-00-000336.txt : 20000921 0000914039-00-000336.hdr.sgml : 20000921 ACCESSION NUMBER: 0000914039-00-000336 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000801 ITEM INFORMATION: FILED AS OF DATE: 20000804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERKLEY W R CORP CENTRAL INDEX KEY: 0000011544 STANDARD INDUSTRIAL CLASSIFICATION: [6331 ] IRS NUMBER: 221867895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-07849 FILM NUMBER: 686615 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 e8-k.txt 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) August 1, 2000 W.R. BERKLEY CORPORATION -------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter)
Delaware 0-7849 22-1867895 - ---------------------------------- -------------------------- ---------------------------- (State or Other Jurisdiction of (Commission File No.) (IRS Employer Incorporation) Identification Number) 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) 2 ITEM 5. OTHER EVENTS Reference is made to the press release of Registrant, issued on July 31, 2000, which is incorporated herein by this reference. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 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 thereunto duly authorized. W.R. BERKLEY CORPORATION ------------------------------------------ (Registrant) August 1, 2000 By: /s/ Eugene G. Ballard - ---------------------- ------------------------------------- Eugene G. Ballard Senior Vice President, Chief Financial Officer and Treasurer 4 EXHIBIT INDEX Exhibits: 99.1 Press Release dated July 31, 2000 EX-99.1 2 ex99-1.txt EXHIBIT 99.1 1 W. R. BERKLEY CORPORATION 165 MASON STREET, P.O. BOX 2518 GREENWICH, CONNECTICUT 06836-2518 NEWS (203) 629-3000 RELEASE FOR IMMEDIATE RELEASE CONTACT: Eugene G. Ballard Senior Vice President- Chief Financial Officer and Treasurer 203-629-3000 W. R. BERKLEY CORPORATION ANNOUNCES RESULTS OF OPERATIONS FOR THE SECOND QUARTER OF 2000 GREENWICH, CT, JULY 31, 2000 -- W.R. BERKLEY CORPORATION (NASDAQ: BKLY) today reported that revenues for the second quarter ended June 30, 2000 increased four percent to $432 million from $416 million for the same period in 1999. For the first six months of 2000, revenues increased four percent to $855 million, compared with $824 million for the first six months of 1999. Operating income for the second quarter of 2000 was $6.4 million, or 25 cents per diluted share, compared with $5.4 million, or 21 cents per diluted share, for the second quarter of 1999. For the first six months of 2000, operating income was $11.7 million, or 45 cents per diluted share, compared with $14.2 million, or 54 cents per diluted share, for the first half of 1999. Net income for the second quarter was $6.6 million, or 26 cents per diluted share, compared with $5.6 million, or 22 cents per diluted share, for the 1999 period. Net income for the first six months was $11.0 million, or 43 cents per diluted share, compared with $4.3 million, or 17 cents per diluted share, for the first six months of last year. Net income includes realized investment gains, restructuring charges and changes in accounting principles, which are not part of operating income. 2 W. R. BERKLEY CORPORATION PAGE 2 Commenting on the Company's results, William R. Berkley, Chairman and President, said: "We are continuing to achieve strong price increases for most lines of business, and our earnings for the second quarter are in line with our expectations. We are still not satisfied with profit levels and are continuing to raise prices and improve underwriting across all parts of the business. We are confident that price increases and cost savings already achieved, along with those underway, will lead to further earnings improvement over the remainder of the year, and significant additional improvement in 2001." W.R. Berkley Corporation is a holding company which, through its subsidiaries, operates in all segments of the property casualty insurance business. The operating units are grouped for management purposes into five segments according to market served: Regional Property Casualty Insurance, Reinsurance, Specialty Insurance, Alternative Markets and International. # # # This is a "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein, including those related to the Company's performance for the year 2000 and beyond, are based upon the Company's historical performance and on current plans, estimates and expectations. They are subject to various risks and uncertainties, including but not limited to the impact of competition, product demand and pricing, claims development, catastrophe and storm losses, investment results, legislative and regulatory developments and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission. These risks could cause the Company's actual results for the 2000 fiscal year and beyond to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. (See accompanying financial tables) 3 W. R. BERKLEY CORPORATION PAGE 3
UNAUDITED --------- FOR THE THREE MONTHS FOR THE SIX MONTHS ENDED JUNE 30, ENDED JUNE 30, ------------------------- -------------------------- 2000 1999 2000 1999 ---- ---- ---- ---- (AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA) Revenues: Net premiums written $ 350,081 $ 345,187 $ 735,842 $ 725,771 Change in unearned premiums 12,026 1,195 (14,991) (37,417) --------- --------- --------- --------- Premiums earned 362,107 346,382 720,851 688,354 Net investment income 49,584 51,181 96,512 97,175 Management fees and Commissions 19,191 17,852 35,717 36,248 Realized gains on investments 325 285 793 1,013 Other income 726 550 1,384 1,173 --------- --------- --------- --------- Total revenues 431,933 416,250 855,257 823,963 Operating costs and expenses: Losses and loss expenses 265,493 249,258 527,252 492,097 Other operating costs And expenses 148,220 152,133 293,577 296,358 Interest expense 11,791 13,017 24,284 25,822 Restructuring charge -- -- 1,850 11,505 --------- --------- --------- --------- Income (loss) before income taxes And minority interest 6,429 1,842 8,294 (1,819) Federal income tax benefit 564 4,450 3,216 9,623 --------- --------- --------- --------- Income before minority interest 6,993 6,292 11,510 7,804 Minority interest (357) (668) (528) 292 --------- --------- --------- --------- Net income before preferred Dividends 6,636 5,624 10,982 8,096 Preferred dividends -- -- -- (497) --------- --------- --------- --------- Net income attributable to common Stockholders before change in Accounting 6,636 5,624 10,982 7,599 Cumulative effect of change in Accounting principle (net of taxes) -- -- -- (3,250) --------- --------- --------- --------- Net income attributable to common Stockholders $ 6,636 $ 5,624 $ 10,982 $ 4,349 ========= ========= ========= ========= Earnings per share: Basic $ .26 $ .22 $ .43 $ .17 ========= ========= ========= ========= Diluted $ .26 $ .22 $ .43 $ .17 ========= ========= ========= ========= Average shares outstanding: Basic 25,621 25,955 25,619 26,139 ========= ========= ========= ========= Diluted 25,796 26,095 25,725 26,304 ========= ========= ========= =========
4 W. R. BERKLEY CORPORATION PAGE 4 ADDENDUM #1 TO PRESS RELEASE DATED JULY 31, 2000 OPERATING STATISTICS BY INSURANCE INDUSTRY SEGMENT (AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)
UNAUDITED FOR THE THREE MONTHS FOR THE SIX MONTHS ENDED JUNE 30, ENDED JUNE 30, ----------------------------- --------------------------- 2000 1999 2000 1999 ---- ---- ---- ---- Regional Insurance: Net premiums written $160,170 $ 163,351 $326,518 $ 332,456 Total revenues 174,963 167,801 354,890 346,475 Pre-tax operating loss (1) (2,299) (8,640) (875) (9,209) Loss ratio 74.9% 76.1% 74.0% 73.8% Expense ratio 34.0% 36.9% 33.5% 36.1% Policyholders' dividend ratio .8% .8% .6% .8% Combined ratio (2) 109.7% 113.8% 108.1% 110.7% Reinsurance: Net premiums written $63,283 $ 75,486 $133,643 $ 153,878 Total revenues 83,637 87,421 166,726 165,969 Pre-tax operating income (1) 6,529 6,551 12,622 9,764 Loss ratio 73.0% 73.4% 72.0% 75.6% Expense ratio 32.7% 33.2% 33.7% 33.7% Combined ratio (2) 105.7% 106.6% 105.7% 109.3% Specialty Insurance: Net premiums written $69,429 $ 67,312 $137,691 $ 136,249 Total revenues 81,044 81,217 157,818 152,987 Pre-tax operating income (1) 7,831 10,368 11,749 23,745 Loss ratio 72.0% 70.5% 75.0% 68.1% Expense ratio 32.3% 33.5% 32.7% 31.1% Policyholders' dividend ratio .1% .1% .1% -- Combined ratio (2) 104.4% 104.1% 107.8% 99.2% Alternative Markets: Net premiums written $29,861 $ 18,935 $84,231 $ 65,091 Total revenues 63,402 57,291 120,601 111,818 Pre-tax operating income (1) 6,850 8,841 14,246 16,571 Loss ratio 73.5% 64.1% 76.0% 67.2% Expense ratio 46.2% 46.7% 34.8% 32.9% Combined ratio (2) 119.7% 110.8% 110.8% 100.1% International (3): Net premiums written $27,338 $ 20,103 $53,759 $ 38,097 Total revenues 27,388 22,970 53,571 44,034 Pre-tax operating income (1) 1,094 1,857 2,009 1,231 Loss ratio 60.0% 44.7% 57.8% 51.9% Expense ratio 37.4% 46.8% 39.1% 48.9% Combined ratio (2) 97.4% 91.5% 96.9% 100.8% Combined: Net premiums written $350,081 $ 345,187 $735,842 $ 725,771 Total revenues 430,434 416,700 853,606 821,283 Pre-tax operating income (1) 20,005 18,977 39,751 42,102 Loss ratio 73.1% 71.9% 73.3% 71.5% Expense ratio 34.7% 36.4% 33.8% 34.9% Policyholders' dividend ratio .4% .4% .3% .4% Combined ratio (2) 108.2% 108.7% 107.4% 106.8%
(1) Pre-tax operating income (loss) represents earnings before the effects of realized investment gains, restructuring charges and changes in accounting principles. (2) Ratios are based on statutory accounting practices. 5 W. R. BERKLEY CORPORATION PAGE 5 (3) International includes life insurance premiums of $16.4 million and $9.3 million for the six months ended June 30, 2000 and 1999, respectively. Life insurance is not included in the statutory ratios. W. R. BERKLEY CORPORATION ADDENDUM #2 TO PRESS RELEASE DATED JULY 31, 2000 SUPPLEMENTARY INFORMATION (AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)
UNAUDITED FOR THE THREE MONTHS FOR THE SIX MONTHS ENDED JUNE 30, ENDED JUNE 30, ----------------------- ----------------------- 2000 1999 2000 1999 ---- ---- ---- ---- After-tax earnings amounts: Operating income (1) $ 6,425 $ 5,439 $ 11,670 $ 14,235 Restructuring charge (net of minority interest) -- -- (1,203) (7,294) Cumulative effect of change in Accounting principle -- -- -- (3,250) Realized investment gains 211 185 515 658 -------- -------- -------- -------- Net income $ 6,636 $ 5,624 $ 10,982 $ 4,349 ======== ======== ======== ======== After-tax diluted earnings per share: Operating income (1) $ .25 $ .21 $ .45 $ .54 Restructuring charge (net of minority interest) -- -- (.04) (.28) Cumulative effect of change in Accounting principle -- -- -- (.12) Realized investment gains .01 .01 .02 .03 -------- -------- -------- -------- Net income $ .26 $ .22 $ .43 $ .17 ======== ======== ======== ======== Cash flow from(used in) operations (12,579) (13,824) (2,665) 5,916
JUNE 30, DECEMBER 31, 2000 1999 ----------- ------------ Balance sheet information: Total investments (2) $ 2,936,375 $ 2,975,929 Total assets 4,767,832 4,784,791 Reserves for losses and loss expenses 2,419,311 2,361,238 Long-term debt 369,978 394,792 Capital Trust Securities 198,147 198,126 Common stockholders' equity 604,617 591,778 Common shares outstanding 25,625 25,617 Common stockholders' equity per share (3) 23.59 23.10
(1) Operating income includes after-tax catastrophe losses of $10.3 million, or 40 cents per diluted share, for the second quarter of 2000 compared with $16.4 million, or 63 cents per diluted share, for the second quarter of 1999 and $15.5 million, or 60 cents per diluted share, for the first six months of 2000 compared with $23.3 million or, 88 cents per diluted share, for the first six months of 1999. (2) Including trading account receivable from broker and clearing organizations and trading securities sold but not yet purchased. 6 W. R. BERKLEY CORPORATION PAGE 6 (3) Included in the calculation of common stockholders' equity per share are after-tax unrealized investment losses of $36.1 million and $44.5 million as of June 30, 2000 and December 31, 1999, respectively. -----END PRIVACY-ENHANCED MESSAGE-----