As filed with the Securities and Exchange Commission on May 24, 1999
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)
Delaware 95-2702776
(State or Other Jurisdiction of Incorporation (IRS Employer
or Organization) Identification No.)
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
------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Aggregate Registration
to be Registered Registered Price Per Share (1) Offering Price (1) Fee (1)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $1.00 per
share 250,000(2) $22.66 $5,665,000 $1575
====================================================================================================
(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 19, 1999
(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.
</TABLE>
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:
(b) Annual Report on Form 10-K for the year ended
December 31, 1998;
(d) Quarterly Report on Form 10-Q for the period
ended March 31, 1999;
(f) Current Reports on Form 8-K dated February 22, 1999,
March 26, 1999 and March 31, 1999; and
(h) 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 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).
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 PricewaterhouseCoopers LLP, 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 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.
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 20th day of May, 1999.
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 20, 1999.
/s/ Stanley R. Zax Chairman of the Board, President
------------------------ and Director (Principal Executive
Stanley R. Zax Officer)
/s/ Fredricka Taubitz Executive Vice President and Chief
------------------------- Financial officer (Principal
Fredricka Taubitz Financial and Accounting Officer)
/s/ George E. Bello Director
--------------------------
George E. Bello
Director
--------------------------
Max M. Kampelman
/s/ Robert J. Miller Director
---------------------------
Robert J. Miller
/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.
/s/ Michael Wm. Zavis Director
-----------------------------
Michael Wm. Zavis
Exhibit 5.1
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071-3144
TEL: (213) 687-5000
FAX: (213) 687-5600
May 24, 1999
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 250,000 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 and (iv) 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.
Based upon and subject to the foregoing, and assuming the valid
issuance of options pursuant to the Plan representing the Shares to the
form thereof examined by us 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 LLP
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANT
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Zenith National Insurance Corp. of our report dated March 26,
1999 relating to the consolidated financial statements which appears in the
Annual Report to Stockholders which is incorporated into the Annual Report on
Form 10-K. We also consent to the incorporation by reference of our report
dated March 26, 1989 relating to the financial statement schedules, which
appears in the Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
Los Angeles, California
May 24, 1999
