-----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, T32TZAVYihzcAAy2cm6oUM//WLqq7trgJZneAUWRBwJOjTZTTa3RJsOHtABrAEyU Twz+eAZ4K4TuzPvLH65pag== /in/edgar/work/20001101/0000914039-00-000437/0000914039-00-000437.txt : 20001106 0000914039-00-000437.hdr.sgml : 20001106 ACCESSION NUMBER: 0000914039-00-000437 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001030 ITEM INFORMATION: FILED AS OF DATE: 20001101 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: 750881 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 y41995e8-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) October 30, 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 On October 30, 2000, Registrant issued a press release relating to its results of operations for the third quarter and the first nine months of 2000. In order to provide comparability of amounts for 1999 and 2000, a second sentence was added to Note 1 of Addendum #2 to such press release that discloses the impact of a reinsurance agreement which was in place in 1999 and not in place in 2000. A copy of the revised press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by this reference. 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) October 31, 2000 By: /s/ Eugene G. Ballard ----------------------------------- Eugene G. Ballard Senior Vice President, Chief Financial Officer and Treasurer 4 EXHIBIT INDEX
Exhibits: - --------- 99.1 Revised Press Release dated October 30, 2000
EX-99.1 2 y41995ex99-1.txt EXHIBIT 99.1 1 W. R. BERKLEY CORPORATION NEWS 165 MASON STREET, P.O. BOX 2518 RELEASE GREENWICH, CONNECTICUT 06836-2518 (203) 629-3000 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 THIRD QUARTER AND NINE MONTHS OF 2000 GREENWICH, CT, OCTOBER 30, 2000 -- W.R. BERKLEY CORPORATION (NASDAQ: BKLY) today reported that revenues for the third quarter and nine months ended September 30, 2000 increased four percent to $446 million and $1,301 million, respectively, from $428 million and $1,252 million for the corresponding periods in 1999. Operating income for the third quarter of 2000 was $6.4 million, or 25 cents per diluted share, compared with $0.9 million, or 3 cents per diluted share, for the third quarter of 1999. For the first nine months of 2000, operating income was $18.1 million, or 70 cents per diluted share, compared with $15.1 million, or 57 cents per diluted share, for the first nine months of 1999. 2 W. R. Berkley Corporation 2 Net income for the third quarter was $7.1 million, or 27 cents per diluted share, compared with a net loss of $0.6 million, or 2 cents per diluted share, for the 1999 period. Net income for the first nine months was $18.1 million, or 70 cents per diluted share, compared with $3.7 million, or 14 cents per diluted share, for the first nine months of last year. Net income includes realized investment gains, restructuring charges, extraordinary gains and changes in accounting principles, which are not part of operating income. Commenting on the Company's results, William R. Berkley, Chairman and President, said: "In spite of a significant increase in catastrophe losses, our overall operating results continue to improve. We saw a marked improvement in the combined ratio of our regional business, as well as a modest overall increase in premium volume due to price increases. Currently, we are still able to increase prices for most lines in excess of 10 percent. For some business we are in our second round of double-digit price increases. We anticipate continued improvement in the fourth quarter operating results." 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. 3 W. R. Berkley Corporation 3 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, 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) 4 W. R. Berkley Corporation 4
Unaudited --------- For the Three Months For the Nine Months Ended September 30, Ended September 30, ---------------------------- ---------------------------- 2000 1999 2000 1999 ----------- ----------- ----------- ----------- (Amounts in thousands except per share data) Revenues: Net premiums written $ 376,084 $ 359,881 $ 1,111,926 $ 1,085,652 Change in unearned premiums (5,252) 3,657 (20,243) (33,760) ----------- ----------- ----------- ----------- Premiums earned 370,832 363,538 1,091,683 1,051,892 Net investment income 56,513 48,090 153,025 145,265 Management fees and commissions 15,818 19,099 51,535 55,347 Realized gains (losses)on investments 1,092 (3,417) 1,885 (2,404) Other income 1,702 513 3,086 1,686 ----------- ----------- ----------- ----------- Total revenues 445,957 427,823 1,301,214 1,251,786 Operating costs and expenses: Losses and loss expenses 276,344 272,819 803,596 764,916 Other operating costs and expenses 150,829 151,792 444,406 448,150 Interest expense 11,670 12,246 35,954 38,068 Restructuring charge -- -- 1,850 11,505 ----------- ----------- ----------- ----------- Income (loss) before income taxes And minority interest 7,114 (9,034) 15,408 (10,853) Federal income tax benefit 869 8,145 4,085 17,768 ----------- ----------- ----------- ----------- Income (loss) before minority Interest 7,983 (889) 19,493 6,915 Minority interest (891) (467) (1,419) (175) ----------- ----------- ----------- ----------- Net income (loss) before preferred Dividends 7,092 (1,356) 18,074 6,740 Preferred dividends -- -- -- (497) ----------- ----------- ----------- ----------- Net income (loss) attributable to Common Stockholders before change In accounting and extraordinary Loss 7,092 (1,356) 18,074 6,243 Cumulative effect of change in Accounting principle (net of taxes) -- -- -- (3,250) Extraordinary gain on early Extinquishment of long-term debt (net of taxes) -- 735 -- 735 ----------- ----------- ----------- ----------- Net income (loss) attributable to Common stockholders 7,092 (621) 18,074 $ 3,728 =========== =========== =========== =========== Earnings (loss) per share: Basic $ .28 $ (.02) $ .71 $ .14 =========== =========== =========== =========== Diluted $ .27 $ (.02) $ .70 $ .14 =========== =========== =========== =========== Average shares outstanding: Basic 25,476 25,723 25,571 25,999 =========== =========== =========== =========== Diluted 25,807 25,822 25,769 26,133 =========== =========== =========== ===========
5 W. R. Berkley Corporation 5 ADDENDUM #1 TO PRESS RELEASE DATED October 30, 2000 Operating Statistics by Insurance Industry Segment (Amounts in thousands except per share data)
Unaudited --------- For the Three Months For the Nine Months Ended September 30, Ended September 30, ------------------------------- ------------------------------- 2000 1999 2000 1999 ------------ ------------ ------------ ------------ Regional Insurance: Net premiums written $ 158,380 $ 159,893 $ 484,898 $ 492,349 Total revenues 180,387 173,505 535,277 519,980 Pre-tax operating loss (1) (3,105) (17,343) (3,980) (26,552) Loss ratio 77.7% 81.5% 75.3% 76.4% Expense ratio 35.0% 35.4% 34.0% 35.9% Policyholders' dividend ratio .6% .7% .6% .8% Combined ratio (2) 113.3% 117.6% 109.9% 113.1% Reinsurance: Net premiums written $ 66,962 $ 78,079 $ 200,605 $ 231,957 Total revenues 85,671 91,251 252,397 257,220 Pre-tax operating income (1) 6,876 5,822 19,498 15,586 Loss ratio 74.3% 75.4% 72.8% 75.5% Expense ratio 32.6% 30.4% 33.3% 32.6% Combined ratio (2) 106.9% 105.8% 106.1% 108.1% Specialty Insurance : Net premiums written $ 70,239 $ 63,657 $ 207,930 $ 199,906 Total revenues 80,253 81,320 238,071 234,307 Pre-tax operating income (1) 5,942 12,886 17,691 36,631 Loss ratio 73.5% 64.6% 74.5% 66.9% Expense ratio 34.8% 34.5% 33.4% 32.2% Policyholders' dividend ratio .3 .4% .1 .2% Combined ratio (2) 108.6% 99.5% 108.0% 99.3% Alternative Markets: Net premiums written $ 51,705 $ 35,985 $ 135,936 $ 101,076 Total revenues 69,827 56,492 190,428 168,310 Pre-tax operating income (1) 8,989 7,622 23,235 24,193 Loss ratio 71.5% 63.6% 71.8% 65.9% Expense ratio 36.9% 39.7% 35.6% 35.3% Combined ratio (2) 108.4% 103.3% 107.4% 101.2% International (3): Net premiums written $ 28,798 $ 22,267 $ 82,557 $ 60,364 Total revenues 30,748 24,522 84,319 68,556 Pre-tax operating income (1) 1,499 1,022 3,508 2,253 Loss ratio 64.3% 52.2% 60.2% 52.2% Expense ratio 38.3% 46.3% 38.8% 48.2% Combined ratio (2) 102.6% 98.5% 99.0% 100.4% Combined: Net premiums written $ 376,084 $ 359,881 $ 1,111,926 $ 1,085,652 Total revenues 446,886 427,090 1,300,492 1,248,373 Pre-tax operating income (1) 20,201 10,009 59,952 52,111 Loss ratio 74.9% 74.0% 73.5% 72.4% Expense ratio 35.0% 35.0% 34.2% 34.9% Policyholders' dividend ratio .3% .4% .3% .4% Combined ratio (2) 110.2% 109.4% 108.0% 107.7%
(1) Pre-tax operating income (loss) represents earnings before the effects of realized investment gains, restructuring charges, extraordinary gains and the effect of changes in accounting principles. (2) Ratios are based on statutory accounting practices. (3) International includes life insurance premiums of $24.7 million and $16.7 million for the nine months ended September 30, 2000 and 1999, respectively. Life insurance results are not included in the statutory ratios. 6 W. R. Berkley Corporation 6 ADDENDUM #2 TO PRESS RELEASE DATED October 30, 2000 Supplementary Information (Amounts in thousands except per share data)
Unaudited --------- For the Three Months For the Nine Months Ended September 30, Ended September 30, --------------------- ---------------------- 2000 1999 2000 1999 -------- -------- -------- -------- After-tax earnings amounts: Operating income (1) $ 6,383 $ 865 $ 18,053 $ 15,100 Restructuring charge (net of minority interest) -- -- (1,203) (7,294) Extraordinary gain -- 735 -- 735 Cumulative effect of change in Accounting principle -- -- -- (3,250) Realized investment gains (losses) 709 (2,221) 1,224 (1,563) -------- -------- -------- -------- Net income (loss) $ 7,092 $ (621) $ 18,074 $ 3,728 ======== ======== ======== ======== After-tax diluted earnings per share: Operating income (1) $ .25 $ .03 $ .70 $ .57 Restructuring charge (net of minority interest) -- -- (.05) (.28) Extraordinary gain -- .03 -- .03 Cumulative effect of change in Accounting principle -- -- -- (.12) Realized investment gains (losses) .02 (.08) .05 (.06) -------- -------- -------- -------- Net income (loss) $ .27 $ (.02) $ .70 $ .14 ======== ======== ======== ======== Cash flow from operations 54,115 21,149 51,450 27,065
September 30, December 31, 2000 1999 ------------- ------------ Balance sheet information: Total investments (2) $3,030,270 $2,975,929 Total assets 4,884,904 4,784,791 Reserves for losses and loss expenses 2,462,114 2,361,238 Long-term debt 370,068 394,792 Capital Trust Securities 198,158 198,126 Common stockholders' equity 620,783 591,778 Common shares outstanding 25,414 25,617 Common stockholders' equity per share (3) 24.43 23.10
(1) Operating income includes after-tax catastrophe losses of $12.8 million, or 50 cents per diluted share, for the 2000 quarter compared to $8.2 million, or 32 cents per diluted share, for the third quarter of 1999 and $28.3 million, or $1.10 per diluted share, for the first nine months of 2000 compared to $31.5 million, or $1.20 per diluted share, for the first nine months of 1999. After-tax catastrophe losses, before recoveries under a 1999 aggregate reinsurance cover were $12.3 million or 48 cents per diluted share, for the third quarter of 1999 and $35.6 million or $1.36 per diluted share, for the first nine months of 1999. (2) Investments include trading account receivable from broker and clearing organizations and trading securities sold but not yet purchased. (3) The calculation of common stockholders' equity per share includes after-tax unrealized investment losses of $18.2 million and $44.5 million as of September 30, 2000 and December 31, 1999, respectively. -----END PRIVACY-ENHANCED MESSAGE-----