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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 1996.
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
ZENITH NATIONAL INSURANCE CORP.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
DELAWARE 95-2702776
(State or Other Jurisdiction of Incorporation or Organization) (IRS Employer Identification No.)
</TABLE>
21255 CALIFA STREET
WOODLAND HILLS, CALIFORNIA 91367
(Address, Including Zip Code, of Principal Executive Offices)
ZENITH NATIONAL INSURANCE CORP. 1996 EMPLOYEE STOCK OPTION PLAN
(Full Title of the Plan)
STANLEY R. ZAX
ZENITH NATIONAL INSURANCE CORP.
21255 CALIFA STREET
WOODLAND HILLS, CALIFORNIA 91367
(818) 713-1000
(Name, Address, Including Zip Code, and Telephone Number)
--------------------------
COPY TO:
JEROME L. COBEN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
300 SOUTH GRAND AVENUE
SUITE 3400
LOS ANGELES, CALIFORNIA 90071
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SHARE (1) OFFERING PRICE (1) FEE (1)
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<S> <C> <C> <C> <C>
Common Stock, par
value $1.00 per share 2,176,000(2) $27.1875 $59,160,000 $20,400
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rules 457(c) and (h) under the Securities Act of 1933, as amended (the
"Securities Act"), on the basis of the average of the high and low sale
prices for a share of Common Stock of Zenith National Insurance Corp.
("Common Stock") on the New York Stock Exchange on May 17, 1996.
(2) Plus such additional number of shares of Common Stock as may be issuable
pursuant to the antidilution provisions of the Zenith National Insurance
Corp. 1996 Employee Stock Option Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 have been or will be sent or given to employees as specified by Rule
428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the registrant, Zenith National Insurance Corp., a
Delaware corporation (the "Company"), pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act") are incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1995;
(b) Quarterly Report on Form 10-Q for the period ended March 31,
1996;
(c) Current Report on Form 8-K dated January 9, 1996; and
(d) The description of the Common Stock which is contained in the
Company's Registration Statement on Form 8-A filed with the
Commission pursuant to Section 12 of the Exchange Act on July 15,
1987, which incorporates such description from the Company's
Registration Statement No. 33-1431 filed with the Commission
pursuant to the Securities Act on November 8, 1985, as amended by
Amendment No. 1 thereto filed with the Commission on November 21,
1985.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein
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or in any other subsequently filed document that is or is deemed to be
incorporated by reference herein modifies or supersedes such previous statement.
Any statement so modified or superseded shall not be deemed to constitute a part
of this registration statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Section 102(b)(7) of the Delaware General Corporation Law
("DGCL"), Article Ninth of the Certificate of Incorporation of the Company
eliminates the liability of the Company's directors to the Company or its
stockholders, except for liabilities related to breach of duty of loyalty,
actions not in good faith, and certain other liabilities.
Article Ninth of the Certificate of Incorporation and Article III, Section
12 of the Company's Bylaws, as well as Section 145 of the DGCL, provide for
indemnification by the Company of its directors and officers. The Company also
maintains officers' and directors' liability insurance which insures against
liabilities that officers and directors of the Company may incur in such
capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
----------- -----------
4.1 Certificate of Incorporation of the Company as in effect
immediately prior to November 22, 1985 (filed as Exhibit 3
to the Company's Amendment on Form 8, dated October 10,
1985, to the Company's Current Report on Form 8-K, dated
July 26, 1985, and incorporated herein by reference).
4.2 Certificate of Amendment to Certificate of Incorporation of
the Company, effective November 22, 1985 (filed as Exhibit 3
to the Company's Current Report on Form 8-K, dated November
22, 1985, and incorporated herein by reference).
Page 3
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4.3 Bylaws of the Company (filed as Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the year ended December 31,
1988, and incorporated herein by reference).
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom regarding
the legality of the securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P., independent
accountants.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom (included in
their opinion filed as Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this
registration statement).
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
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statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Stanley R. Zax his or her true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Woodland Hills, State of California, on this 22nd day of
May, 1996.
ZENITH NATIONAL INSURANCE CORP.
By: /s/ Stanley R. Zax
------------------------------------------
Stanley R. Zax
Chairman of the Board and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated, on May 22, 1996.
/s/ STANLEY R. ZAX Chairman of the Board, President and
- ---------------------------- Director (Principal Executive Officer)
Stanley R. Zax
/s/ FREDRICKA TAUBITZ Executive Vice President and Chief
- ---------------------------- Financial Officer (Principal Financial and
Fredricka Taubitz Accounting Officer)
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/s/ GEORGE E. BELLO Director
- ----------------------------
George E. Bello
/s/ MAX M. KAMPELMAN Director
- ----------------------------
Max M. Kampelman
/s/ JACK M. OSTROW Director
- ----------------------------
Jack M. Ostrow
/s/ WILLIAM S. SESSIONS Director
- ----------------------------
William S. Sessions
/s/ HARVEY L. SILBERT Director
- ----------------------------
Harvey L. Silbert
/s/ ROBERT M.STEINBERG Director
- ----------------------------
Robert M. Steinberg
/s/ SAUL P. STEINBERG Director
- ----------------------------
Saul P. Steinberg
/s/GERALD TSAI, JR. Director
- ----------------------------
Gerald Tsai, Jr.
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EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
4.1 Certificate of Incorporation of the Company as in effect
immediately prior to November 22, 1985 (filed as
Exhibit 3 to the Company's Amendment on Form 8, dated
October 10, 1985, to the Company's Current Report on
Form 8-K, dated July 26, 1985, and incorporated herein by
reference).
4.2 Certificate of Amendment to Certificate of Incorporation
of the Company, effective November 22, 1985 (filed as
Exhibit 3 to the Company's Current Report on Form 8-K,
dated November 22, 1985, and incorporated herein by
reference).
4.3 Bylaws of the Company, (filed as Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1988, and incorporated herein by reference).
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom regarding
the legality of the securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P., independent
accountants.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom (included
in their opinion filed as Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this
registration statement).
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Exhibit 5.1
Skadden, Arps, Slate, Meagher & Flom
One Rodney Square
Wilmington, Delaware 19801
May 23, 1996
Zenith National Insurance Corp.
21255 Califa Street
Woodland Hills, California 91367
Re: Zenith National Insurance Corp.
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") that you intend to file with the Securities
and Exchange Commission (the "Commission") in connection with the registration
under the Securities Act of 1933, as amended (the "Securities Act"), of
2,176,000 shares (the "Shares") of common stock, par value $1.00 per share
("Common Stock"), of Zenith National Insurance Corp. (the "Company") to be
issued by the Company under the Zenith National Insurance Corp. 1996 Employee
Stock Option Plan (the "Plan").
In connection with this opinion, we have examined and are familiar
with originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Plan, (ii) the Certificate of Incorporation of the Company and
the Bylaws of the Company, (iii) copies of certain resolutions of the Board of
Directors of the Company relating to, among other things, the Shares, the Plan
and the Registration Statement, (iv) the form of certificate representing the
Common Stock and (v) such other documents, certificates and records as we have
considered necessary or appropriate for purposes of this opinion. In our
examination, we have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies and the authenticity of the originals of
such latter documents. As to any facts material to the opinion expressed
herein, we have relied upon oral or written statements and representations of
officers and other representatives of the Company and others.
Members of our firm are admitted to the Bar in the State of Delaware,
and we do not express any opinion as to the laws of any other jurisdiction.
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Based upon and subject to the foregoing, and assuming (i) the valid
issuance of options pursuant to the Plan and (ii) the conformity of the
certificates representing the Shares to the form thereof examined by us and the
due execution and countersignature of such certificates, we are of the opinion
that the Shares, when issued upon exercise of options in accordance with the
terms of the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission.
Very truly yours,
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated February 14, 1996 on our audits of the consolidated
financial statements and financial statement schedules of Zenith National
Insurance Corp. and its subsidiaries as of December 31, 1995 and 1994, and for
each of the three years in the period ended December 31, 1995, which is included
in the Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Los Angeles, California
May 22, 1996
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