-----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, TeIjD4xfyP4Q5Ax0aNxzd+kl+S/ZIIB1XZTbHxgDmVGEvVNgInDAwEtVbZNMh7sa L7jPmfwzM2CHs19ZtIheLQ== 0001157523-06-003562.txt : 20060412 0001157523-06-003562.hdr.sgml : 20060412 20060412161646 ACCESSION NUMBER: 0001157523-06-003562 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060411 ITEM INFORMATION: Other Events FILED AS OF DATE: 20060412 DATE AS OF CHANGE: 20060412 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: 06756148 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 a5122584.txt THE NAVIGATORS GROUP, INC. 8-K 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 11, 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 11, 2006, The Navigators Group, Inc. issued a press release announcing that the Company priced its previously announced senior notes offering of $125 million principal amount of 7% senior notes due 2016. This press release is attached hereto as Exhibit 99.1. 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 11, 2006 INDEX TO EXHIBITS Number Description - ------ ----------- 99.1 Navigators Prices $125 Million Senior Notes Offering press release dated April 11, 2006. EX-99.1 2 a5122584ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Navigators Prices $125 Million Senior Notes Offering NEW YORK--(BUSINESS WIRE)--April 11, 2006--The Navigators Group, Inc. (NASDAQ:NAVG) today priced its previously announced public debt offering of $125 million principal amount of 7% senior notes due 2016. The offering is expected to close on April 17, 2006 with net proceeds to the Company of approximately $124 million. The Company will use the net proceeds from the offering to make contributions to the capital of its insurance subsidiaries and for other 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 copy of the prospectus supplement relating to the offering 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). 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. 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, Inc. Paul J. Malvasio, 914-933-6088 Executive Vice President and Chief Financial Officer pmalvasio@navg.com www.navg.com -----END PRIVACY-ENHANCED MESSAGE-----