0001193125-13-177946.txt : 20130426 0001193125-13-177946.hdr.sgml : 20130426 20130426164954 ACCESSION NUMBER: 0001193125-13-177946 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130426 ITEM INFORMATION: Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130426 DATE AS OF CHANGE: 20130426 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: 13788022 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 d528876d8k.htm FORM 8-K Form 8-K

As filed with the Securities and Exchange Commission on April 26, 2013

 

 

 

UNITED STATES

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): April 26, 2013

 

 

W. R. BERKLEY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-15202   22-1867895
(State or other jurisdiction
of incorporation)		  

(Commission

File Number)

   (IRS Employer
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 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

On April 26, 2013, W. R. Berkley Corporation (the “Company”) issued a notice to cause to be redeemed all of the outstanding $250 million aggregate liquidation amount of 6.750% Trust Originated Preferred Securities(SM) (“TOPrS(SM)”) (CUSIP No. 08449Q 20 3) of W. R. Berkley Capital Trust II (“W. R. Berkley Trust”) on May 26, 2013 (the “Redemption Date”) at a redemption price equal to $25 per $25 liquidation amount of the securities, together with accrued and unpaid distributions on the securities to, but not including, the Redemption Date. The Bank of New York Mellon will act as Paying Agent.

In connection with such redemption of the W. R. Berkley Trust securities, W. R. Berkley Corporation will prepay all of its outstanding $250 million aggregate principal amount of 6.750% Subordinated Debentures due 2045 currently held by W. R. Berkley Trust on the Redemption Date at par plus accrued and unpaid interest to, but not including, the Redemption Date. The proceeds from the prepayment of the debentures will be used by W. R. Berkley Trust, the sole holder of the debentures, to redeem its capital securities.

Reference is made to the press release of the Company relating to the announcement of the redemption. The press release was issued on April 26, 2013. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

 

  99.1 Press Release, dated April 26, 2013

 

- 2 -

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

Date: April 26, 2013

 

- 3 -

EXHIBIT INDEX

 

Exhibit:

      
99.1    Press Release dated April 26, 2013

 

- 4 -

EX-99.1 2 d528876dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

W. R. Berkley Corporation

475 Steamboat Road

Greenwich, Connecticut 06830

(203) 629-3000

    

NEWS

RELEASE

 

FOR IMMEDIATE RELEASE      CONTACT:   

Karen A. Horvath

Vice President – External

Financial Communications

203-629-3000

W. R. BERKLEY CORPORATION ANNOUNCES REDEMPTION OF

W. R. BERKLEY TRUST ORIGINATED SECURITIES

Greenwich, CT, April 26, 2013 — W. R. Berkley Corporation (NYSE: WRB) announced today that, as contemplated in its recent offering of $350 million aggregate principal amount of 5.625% Subordinated Debentures due 2053, it will cause to be redeemed all outstanding 6.750% Trust Originated Preferred Securities(SM) (“TOPrS(SM)”) (CUSIP No. 08449Q 20 3) of W. R. Berkley Capital Trust II (“W. R. Berkley Trust”) on May 26, 2013 (the “Redemption Date”) at a redemption price equal to $25 per $25 liquidation amount of the securities, together with accrued and unpaid distributions on the securities to, but not including, the Redemption Date. The Bank of New York Mellon will act as Paying Agent. Redemptions will be made upon the presentation and surrender of the securities to the Paying Agent by mail, by hand or by overnight delivery at The Bank of New York Mellon, Corporate Trust Operations, 111 Sanders Creek Parkway, East Syracuse, New York 13057.

In connection with such redemption of the W. R. Berkley Trust securities, W. R. Berkley Corporation will prepay all of its outstanding 6.750% Subordinated Debentures due 2045 currently held by W. R. Berkley Trust on the Redemption Date at par plus accrued and unpaid interest to, but not including, the Redemption Date. The proceeds from the prepayment of the debentures will be used by W. R. Berkley Trust, the sole holder of the debentures, to redeem its capital securities.

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 three segments of the property casualty insurance business: insurance-domestic, insurance-international and reinsurance-global.