-----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, EKk414kbnPR8/rdeuM2soA3S74fy/zIAhELzpErj2GllRRkZmItpuSZ9LvWNltC+ xrRdI2JAHk2XR5bsvW3mCQ== 0001157523-06-003441.txt : 20060410 0001157523-06-003441.hdr.sgml : 20060410 20060407181011 ACCESSION NUMBER: 0001157523-06-003441 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060407 ITEM INFORMATION: Other Events FILED AS OF DATE: 20060410 DATE AS OF CHANGE: 20060407 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NAVIGATORS GROUP INC CENTRAL INDEX KEY: 0000793547 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 133138397 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15886 FILM NUMBER: 06749212 BUSINESS ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: 55TH FL CITY: NEW YORK STATE: NY ZIP: 10119 BUSINESS PHONE: 2122442333 MAIL ADDRESS: STREET 1: ONE PENN PLAZA 55TH FL CITY: NEW YORK STATE: NY ZIP: 10119 8-K 1 a5120334.txt THE NAVIGATORS GROUP, INC. 8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 reported event): April 7, 2006 The Navigators Group, Inc. (Exact name of registrant as specified in its charter) DELAWARE 0-15886 13-3138397 - -------------------------------------------------------------------------------- (State of (Commission (I.R.S. Employer organization) File Number) Identification No.) One Penn Plaza, New York, NY 10119 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (914) 933-6027 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 April 7, 2006, The Navigators Group, Inc. issued two press releases. The first press release announced the Company's plans to offer senior notes in a public offering registered under the Securities Act of 1993, as amended. This press release is attached hereto as Exhibit 99.1. The second press release announced that the Company received credit ratings from Moody's Investors Service. This press release is attached hereto as Exhibit 99.2. SIGNATURE 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. THE NAVIGATORS GROUP, INC. (Registrant) /s/ Elliot S. Orol ------------------------------------------------ Name: Elliot S. Orol Title: Senior Vice President and General Counsel Date: April 7, 2006 INDEX TO EXHIBITS Number Description - ------ ----------- 99.1 Navigators Announces Offering of Senior Notes press release dated April 7, 2006. 99.2 Navigators Receives Moody's Credit Ratings press release dated April 7, 2006. EX-99.1 2 a5120334ex991.txt EXHIBIT 99.1 Exhibit 99.1 Navigators Announces Offering of Senior Notes NEW YORK--(BUSINESS WIRE)--April 7, 2006--The Navigators Group, Inc. (NASDAQ:NAVG) today announced plans to offer $125 million of senior unsecured notes in an underwritten public offering. Net proceeds from the offering will be used to make contributions to the capital of the Company's insurance subsidiaries and for general corporate purposes. Credit Suisse and JPMorgan are acting as Joint Book-Running Managers of the offering and Keefe, Bruyette & Woods and LaSalle Capital Markets are co-managers for the offering. A Form S-3 registration statement relating to these securities has been filed with the Securities and Exchange Commission and was declared effective on November 18, 2005. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state. A prospectus supplement relating to the offering will be filed with the Securities and Exchange Commission. When available, copies of the prospectus supplement may be obtained from Credit Suisse Securities (USA) LLC, at One Madison Avenue, New York, New York 10010 (1-212-325-2580) or from J.P.Morgan Securities Inc., at 270 Park Avenue, New York, New York 10172 (1-212-834-4533). The Navigators Group, Inc. is an international insurance holding company with insurance company operations, underwriting management companies, and operations at Lloyd's of London. Headquartered in New York City, Navigators has offices in major insurance centers in the United States, the United Kingdom and Belgium. This press release may contain "forward looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Whenever used in this release, the words "estimate", "expect", "believe" or similar expressions are intended to identify such forward-looking statements. We cannot assure that results which we anticipate will be achieved, since results may differ materially because of known and unknown risks and uncertainties which we face. Please refer to Navigators' most recent Form 10-K and its other filings with the Securities and Exchange Commission for a description of the Company's business and the important factors which may affect that business. The Company undertakes no obligation to publicly update or revise any forward-looking statement. CONTACT: The Navigators Group Paul J. Malvasio, 914-933-6088 Executive Vice President and Chief Financial Officer pmalvasio@navg.com www.navg.com EX-99.2 3 a5120334ex992.txt EXHIBIT 99.2 Exhibit 99.2 Navigators Receives Moody's Credit Ratings NEW YORK--(BUSINESS WIRE)--April 7, 2006--The Navigators Group, Inc. (NASDAQ:NAVG) today announced that Moody's Investors Service assigned A3 insurance financial strength ratings to Navigators Insurance Company and NIC Insurance Company. Moody's also assigned the Company a Baa3 rating for the senior notes to be issued in the Company's public offering announced today. According to Moody's, these ratings reflect the Company's "historically profitable underwriting results, its strong operating cashflows, its high quality investment portfolio and its prudent management of catastrophe exposures on a net basis." The Navigators Group, Inc. is an international insurance holding company with insurance company operations, underwriting management companies, and operations at Lloyd's of London. Headquartered in New York City, Navigators has offices in major insurance centers in the United States, the United Kingdom and Belgium. This press release may contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Whenever used in this release, the words "estimate", "expect", "believe" or similar expressions are intended to identify such forward-looking statements. We cannot assure that results which we anticipate will be achieved, since results may differ materially because of known and unknown risks and uncertainties which we face. Please refer to Navigators' most recent Form 10-K and its other filings with the Securities and Exchange Commission for a description of Navigators' business and the important factors which may affect that business. Navigators undertakes no obligation to publicly update or revise any forward-looking statement. CONTACT: The Navigators Group, Inc. Paul J. Malvasio, 914-933-6088 Executive Vice President and Chief Financial Officer pmalvasio@navg.com www.navg.com -----END PRIVACY-ENHANCED MESSAGE-----