8-A12B 1 y11090ae8va12b.txt FORM 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------------- W. R. BERKLEY CORPORATION W. R. BERKLEY CAPITAL TRUST II (Exact name of registrant as (Exact name of registrant as specified in its charter) specified in its certificate of trust) Delaware Delaware (State of incorporation or (State of incorporation or organization of registrant) organization of registrant) 22-1867895 87-6272962 (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) c/o IRA S. LEDERMAN, Esq. Senior Vice President, General Counsel and Secretary W. R. Berkley Corporation 475 Steamboat Road Greenwich, Connecticut (203) 629-3000 (Address of principal executive offices of each registrant) 06830 (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered --------------------------------- ------------------------------ 6.750% Trust Preferred Securities New York Stock Exchange If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act registration statement file number to which this form relates: 333-109621 Securities to be registered pursuant to Section 12(g) of the Act: None. Item 1. Description of Registrant's Securities to be Registered. The Trust Preferred Securities (the "Preferred Securities") of W. R. Berkley Capital Trust II (the "Trust"), guaranteed by W. R. Berkley Corporation (the "Company") to the extent set forth in the form of Preferred Securities Guarantee (the "Preferred Securities Guarantee") of the Company, represent undivided beneficial interests in the assets of the Trust. The Preferred Securities and the Preferred Securities Guarantee were registered on a delayed (shelf) basis with the Securities and Exchange Commission in 2003. The descriptions of the Preferred Securities and the Preferred Securities Guarantee are set forth under the captions "Description of Securities" in the Prospectus Supplement filed by the Company and the Trust pursuant to Rule 424(b) under the Securities Act as a supplement to the base Prospectus filed in the Company's and the Trust's Registration Statement on Form S-3 (Registration No. 333-109621), filed with the Securities and Exchange Commission (the "Commission") on October 10, 2003, as amended by Amendment No. 1, filed with the Commission on November 21, 2003, and by Amendment No. 2, filed with the Commission on December 23, 2003, and which became effective on December 23, 2003. Item 2. Exhibits. 1.01 Registration Statement on Form S-3 (Registration No. 333-109621), filed with the Commission on October 10, 2003, as amended (the "Registration Statement"), is incorporated herein by reference. 4.01 Form of Subordinated Indenture between W. R. Berkley Corporation and the Trustee (incorporated by reference to Exhibit 4.9 to W. R. Berkley Corporation's Registration Statement on Form S-3 (Registration No. 333-57546)). 4.02 Form of Subordinated Indenture to be entered into between the Company and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.5 of the Company's Current Report on Form 8-K filed on July 25, 2005). 4.03 Form of Supplemental Indenture No. 1 to be entered into between the Company and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.6 of the Company's Current Report on Form 8-K filed on July 25, 2005). 4.04 Certificate of Trust of W. R. Berkley Capital Trust II (incorporated by reference to Exhibit 4.13 to W. R. Berkley Corporation's Registration Statement on Form S-3 (Registration No. 333-57546)). 4.05 Trust Agreement of W. R. Berkley Capital Trust II (incorporated by reference to Exhibit 4.15 to W. R. Berkley Corporation's Registration Statement on Form S-3 (Registration No. 333-57546)). 4.06 Form of Amended and Restated Trust Agreement of W. R. Berkley Capital Trust II to be entered into by and among the Company, The Bank of New York, as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, the Administrative Trustees named therein, and the Holders, as defined therein (incorporated by reference to Exhibit 4.3 of the Company's Current Report on Form 8-K filed on July 25, 2005). 4.07 Form of Preferred Securities Guarantee Agreement to be entered into, between the Company and The Bank of New York (Delaware), as trustee (incorporated by reference to Exhibit 4.7 of the Company's Current Report on Form 8-K filed on July 25, 2005). 4.08 Form of Preferred Security Certificate for W. R. Berkley Capital Trust II (included as Exhibit A-1 to the Form of Amended and Restated Trust Agreement). -2- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrants have duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. W. R. BERKLEY CORPORATION By: /s/ Eugene G. Ballard --------------------------------------- Eugene G. Ballard Senior Vice President, Chief Financial Officer and Treasurer W. R. BERKLEY CAPITAL TRUST II By: W. R. Berkley Corporation, as Depositor By: /s/ Eugene G. Ballard --------------------------------------- Eugene G. Ballard Administrative Trustee Dated: July 25, 2005