ZENITH NATIONAL INSURANCE CORP
8-K, 2000-02-28
FIRE, MARINE & CASUALTY INSURANCE
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<PAGE>


                       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 event reported)  FEBRUARY 25, 2000
                                                      -------------------------


                         ZENITH NATIONAL INSURANCE CORP.
    ---------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



               DELAWARE                  1-9627                95-2702776
    ---------------------------------------------------------------------------
     (STATE OR OTHER JURISDICTION     (COMMISSION            (IRS EMPLOYER
         OF INCORPORATION)            FILE NUMBER)        IDENTIFICATION NO.)



    21255 CALIFA STREET, WOODLAND HILLS, CA                       91367-5021
    ---------------------------------------------------------------------------
    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)

    Registrant's telephone number, including area code (818) 713-1000
                                                       ------------------------


    ---------------------------------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)


<PAGE>


ITEM 5.  OTHER EVENTS

    On February 25, 2000, the Registrant issued the press release attached
    hereto as Exhibit 99.1 and by this reference incorporated herein.

ITEM 7.  EXHIBITS

<TABLE>
<CAPTION>
            Number                       Exhibit
            ------                       -------
            <S>          <C>
             99.1        Press Release of Zenith National Insurance Corp.
                         Dated February 25, 2000
</TABLE>

                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

                                         ZENITH NATIONAL INSURANCE CORP.


Dated: February 28, 2000                 By:   /s/ Stanley R. Zax
                                            -----------------------------------
                                            Name:  Stanley R. Zax
                                            Title:  President & Chairman



<PAGE>


                                               [Logo of Company Name]
                                               Zenith National Insurance Corp.
                                               21255 Califa St.
                                               Woodland Hills, CA 91365-5021
                                               Reply to:  P. O. Box 9055
                                               Van Nuys, CA 91405-9055
                                               Telephone:  818/713-1000
PRESS RELEASE
- -------------------------------------------------------------------------------


BUSINESS & FINANCIAL EDITORS                               STANLEY R. ZAX
                                                           President & Chairman
FOR IMMEDIATE RELEASE

                       ZENITH REPURCHASES OUTSTANDING DEBT

WOODLAND HILLS, CA, February 25, 2000 . . . . . . . . . . . . . . . . . . . . .
Zenith National Insurance Corp. (NYSE:ZNT) announced today that it has paid
$18.8 million to repurchase $12.5 million aggregate principal amount of its
9% Senior Notes due 2002 and $8.0 million aggregate liquidation amount of
8.55% Capital Securities due 2028 issued by Zenith National Insurance Capital
Trust I, a Delaware statutory business trust all of the voting securities of
which are owned by Zenith. Zenith used its available cash balances to pay for
the debt repurchases.

After giving effect to the repurchases, there are $62.5 million aggregate
principal amount of the 9% Senior Notes outstanding, and $67.0 million
aggregate liquidation amount of 8.55% Capital Securities outstanding.



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