As filed with the Securities and
Exchange Commission on October 27, 2000
Registration No. 333-42751
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
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 of incorporation)(I.R.S. employer identification no.)
21255 CALIFA STREET
WOODLAND HILLS, CALIFORNIA 91367
(Address of principal executive offices) (Zip code)
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 and telephone number, including area code, of agent for service)
Copy to:
JONATHAN L. FRIEDMAN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 SOUTH GRAND AVENUE
SUITE 3400
LOS ANGELES, CALIFORNIA 90071
CALCULATION OF REGISTRATION FEE
Title of Securities Number of shares Proposed Maximum Offering Price
to be Registered to be Registered Per Share
----------------------------- ----------------- ------------------------------
No shares to be registered.
----------------------------- ------------------ ------------------------------
DEREGISTRATION OF SECURITIES
Pursuant to the Registration Statement on Form S-8, Registration Number
33-42751 (the "Registration Statement"), filed on December 19, 1997, to
which this Post-Effective Amendment No. 1 relates, ZENITH NATIONAL
INSURANCE CORP. (the "Registrant") registered an indeterminate amount of
interests to be offered or sold by the Registrant pursuant to the Zenith
Risk Management 401(k) Plan (the "Plan").
This Post-Effective Amendment No. 1 deregisters all securities
previously authorized for issuance under the Plan and registered on the
Registration Statement that remain unsold. This Post-Effective Amendment
No. 1 is being filed in accordance with the undertakings by the Registrant
given pursuant to Item 9 of the Registration Statement and Item 512(a)(3)
of Regulation S-K.
SIGNATURE
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 Post-Effective Amendment No. 1
to 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 27th day of October, 2000.
ZENITH NATIONAL INSURANCE CORP.
By: /s/ Stanley R. Zax
-------------------
Stanley R. Zax
Chairman of the Board and President
