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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 1997.
REGISTRATION NO. 333-_____
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ZENITH NATIONAL INSURANCE CORP.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 95-2702776
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
21255 CALIFA STREET
WOODLAND HILLS, CALIFORNIA 91367
(Address, Including Zip Code, of Principal Executive Offices)
ZENITH RISK MANAGEMENT 401(k) 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 of Agent for Service)
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COPY TO:
JEROME L. COBEN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 SOUTH GRAND AVENUE
SUITE 3400
LOS ANGELES, CALIFORNIA 90071
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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NUMBER OF SHARES PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED TO BE REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
No shares to be registered ---- ---- ---- $0.00
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Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
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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 of 1933, as amended (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 of the Company on Form 10-K/A for the year ended
December 31, 1996;
(b) Quarterly Reports of the Company on Form 10-Q for the periods
ended March 31, 1997 and September 30, 1997 and on Form 10-Q/A
for the period ended June 30, 1997; and
(c) Current Report of the Company on Form 8-K/A dated July 11,
1997.
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 or in any other
subsequently filed document that is or is deemed to be incorporated by
reference herein modifies or supersedes such previous statement.
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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
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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).
23.1 Consent of Coopers & Lybrand L.L.P., independent accountants.
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
statement or any material change to such information in the
registration statement;
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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
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it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes to submit, or has
submitted, the Zenith Risk Management 401(k) Plan (the "Plan") and any
amendments thereto to the Internal Revenue Service ("IRS") in a timely manner
and will make all changes required by the IRS in order to qualify the Plan.
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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 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
18th day of December, 1997.
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 December 18, 1997.
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/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
Fredricka Taubitz and Accounting Officer)
/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
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/s/ SAUL P. STEINBERG
- ------------------------------- Director
Saul P. Steinberg
/s/ GERALD TSAI, JR.
- ------------------------------- Director
Gerald Tsai, Jr.
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THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the Administrative Committee of the Zenith Risk Management 401(k) Plan has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Orlando, State of
Florida, on this 18th day of December, 1997.
ZENITH RISK MANAGEMENT
401(k) PLAN
By: /s/ DAVID G. HOPPEN
---------------------------------
Name: David G. Hoppen
Title: Executive Vice President,
Zenith Risk Management, Inc.
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE
- ---------- ----------- ----
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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).
23.1 Consent of Coopers & Lybrand L.L.P., independent accountants.
24.1 Power of Attorney (included on the signature page of this registration
statement).
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 14, 1997 on our audits of
the consolidated financial statements and financial statement schedules of
Zenith National Insurance Corp. and its subsidiaries as of December 31, 1996
and 1995, and for each of the three years in the period ended December 31,
1996, which is included in the Annual Report on Form 10-K/A.
COOPERS & LYBRAND L.L.P.
Los Angeles, California
December 18, 1997
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